March 2025 – Major Regulatory Shift
In a landmark regulatory update, the Financial Crimes Enforcement Network (FinCEN) has
issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to
report beneficial ownership information (BOI). This decision follows the U.S. Department of the
Treasury’s March 2, 2025, announcement and marks a significant shift in the implementation of
the Corporate Transparency Act (CTA).
Key Changes Under the Interim Final Rule
- Redefined Scope of Reporting Companies: FinCEN has revised its regulations to limit
the definition of a “reporting company” exclusively to mean foreign entities. Now, only
those entities formed under the laws of a foreign country and registered to do business in
a U.S. state or Tribal jurisdiction will be required to report BOI. - Exemption for U.S. Companies: All entities created in the United States, formerly
known as “domestic reporting companies,” and their beneficial owners are now exempt
from BOI reporting requirements. - New Deadlines for Foreign Entities: Foreign entities meeting the revised definition of a
reporting company must comply with BOI reporting requirements. However, they are not
required to report U.S. persons as beneficial owners, nor are U.S. persons obligated to
report BOI related to such entities.
Implications for Businesses and Compliance Professionals
The removal of BOI reporting obligations for U.S. entities reduces the compliance burden on
domestic businesses and aligns FinCEN’s enforcement efforts with its anti-money laundering
priorities. However, foreign entities operating in the U.S. should take note of the revised
requirements and deadlines, which were detailed in an official announcement on March 21,
2025.
