03/27/2025

Corporate Transparency Act Reporting Rule Update

On March 21, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) published an interim final rule (the “March 21 Rule”) that:

• Exempts domestic reporting companies, and their beneficial owners, from the requirement to file initial BOI reports, or to update or correct previously filed BOI reports.
• Exempts foreign reporting companies, and their U.S. person beneficial owners, from the requirement to provide the BOI of any U.S. persons who are beneficial owners of the foreign reporting company.
• Retains the requirement for foreign reporting companies, and their beneficial owners (excluding U.S. persons), to report their BOI to FinCEN, while extending the deadline for those companies to file initial BOI reports, or update or correct previously filed BOI reports, until 30 days after the publication of the March 21 Rule in the Federal Register or 30 days after their registration to do business in the United States, whichever comes later.

Subject to further developments, the March 21 Rule eliminates BOI reporting requirements for most entities that previously qualified as in-scope reporting companies. In addition, the March 21 Rule narrows the scope of information that will need to be reported for (the relatively limited universe of) foreign reporting companies.