CTA update: major change to BOI reporting requirements in interim final rule

ARTICLE | April 07, 2025

Authored by BT&Co.

If you’ve been following developments around the Corporate Transparency Act (CTA), you know it’s brought some sweeping changes to business reporting requirements, particularly around beneficial ownership disclosures. But there have been notable changes to reporting requirements.

In a new interim final rule issued by the Financial Crimes Enforcement Network (FinCEN), the agency has removed the requirement for U.S.-formed companies and U.S. individuals to report beneficial ownership information (BOI). 

What changed?

FinCEN has now redefined what counts as a “reporting company” under the CTA. Going forward, only foreign entities that register to do business in the U.S. — and file with a state-level agency like a Secretary of State — will be subject to BOI reporting. Domestic companies, which were previously required to comply, are now exempt from reporting under this revised rule.

That means if your business was formed in the United States, you are no longer required to file a BOI report with FinCEN. That also includes any U.S. individuals who might have otherwise needed to be listed as beneficial owners under the prior rules.

Who still needs to report?

Only certain foreign entities — those formed under non-U.S. laws but registered to do business in a U.S. state or tribal jurisdiction — will be required to file BOI reports. Even then, there are caveats. These foreign reporting companies won’t have to disclose any U.S. persons as beneficial owners. And U.S. individuals aren’t on the hook to file anything in connection with those foreign entities, either.

New deadlines for BOI filing (for foreign entities only):

• Foreign entities already registered to do business in the U.S. before March 21, 2025 must submit their BOI reports within 30 days of that date.
• Foreign entities that register on or after March 21, 2025 have 30 calendar days from the effective date of their registration to file their initial BOI report.

FinCEN is currently accepting public comments on the interim rule, but as of now, this change is in effect.

What should you do now?

If your business is a domestic U.S. entity, there’s nothing more you need to do for now in terms of BOI reporting. That’s a big relief for many small business owners and closely held companies that were previously scrambling to prepare for the original deadlines.

If you’re involved with a foreign entity that does business in the U.S., there may still be reporting obligations — and you’ll want to consult with your legal counsel or tax advisor to make sure you're covered.

As always, we’re keeping an eye on further guidance or clarification from FinCEN. If you have questions about how this update affects your business, or you’re unsure about your filing obligations, feel free to reach out to our team.