In a significant regulatory shift, the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury, announced on March 21, 2025, that it has issued an interim final rule eliminating the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). This decision marks a dramatic change in policy, easing the compliance burden on domestic businesses while setting new deadlines for foreign entities operating in the U.S.
The CTA, enacted in 2021 as part of the Anti-Money Laundering Act, aimed to combat financial crimes by requiring certain companies to disclose their beneficial owners—individuals who ultimately own or control them—to FinCEN. However, after years of debate, legal challenges, and concerns over regulatory overreach, FinCEN has revised its approach. Under the new interim rule, effective immediately upon its publication in the Federal Register, U.S.-formed entities such as corporations and LLCs are exempt from BOI reporting requirements. Additionally, U.S. persons who are beneficial owners of foreign entities doing business in the U.S. are no longer required to report their ownership details.
Foreign companies registered to do business in the U.S., however, remain subject to reporting obligations—though with adjusted deadlines. Entities registered before March 21, 2025, must file their BOI reports within 30 days of that date (by April 20, 2025). Those registered on or after March 21, 2025, have 30 calendar days from the date they receive notice of effective registration to comply. Notably, these foreign entities are not required to report U.S. persons as beneficial owners, further streamlining the process for American stakeholders.
This policy change follows months of uncertainty, including court injunctions and extensions of reporting deadlines. FinCEN’s decision reflects a broader commitment by the Treasury Department to reduce regulatory burdens on American businesses, particularly small enterprises that argued the original requirements were overly intrusive and costly. The move has been hailed as a victory by groups like the National Federation of Independent Business (NFIB), which criticized the CTA for creating “an unprecedented new government database on Americans.”
While the exemption applies to domestic companies, FinCEN has left the door open for future adjustments. The agency plans to issue a proposed rulemaking later this year to refine the scope of BOI reporting, potentially focusing solely on foreign entities deemed to pose significant national security or law enforcement risks. For now, U.S. businesses and individuals can breathe a sigh of relief as they are no longer obligated to navigate the complex reporting framework that had loomed since the CTA’s inception.
For more details, read the full press release on the FinCEN website. Stay tuned for updates as FinCEN continues to shape the future of corporate transparency regulations.