On Friday, March 21, 2025 at 8:23pm, FinCEN released its “interim final” rule removing U.S. companies and U.S. persons from Beneficial Ownership Information Report (“BOIR”) filing obligations of the Corporate Transparency Act (“CTA”).
Here’s the bottom line:
- U.S. companies and U.S. persons are not required to file, or be reported on, BOIRs under the CTA.
- Any foreign entities that became Foreign Reporting Companies prior to March 26, 2025 are required to file BOIRs no later than April 25, 2025.
- This change was implemented not only by the previously announced enforcement policy but also by the Friday night change in the regulations.
Some Caveats:
- FinCEN is accepting comments on this interim final rule and intends to finalize it in 2025.
- State CTA filing requirements (e.g. DC and NY) remain in effect. Other states (e.g. MA, MD, PA, CA) have pending legislation.
- FinCEN can always change the regulations in the future.
- Numerous constitutional challenges might continue, with the U.S. Supreme Court ultimately determining the constitutionality of the CTA. Such a determination, by itself, is unlikely to impact Friday night’s deregulation of U.S. companies and individuals during the current administration’s tenure.
See FinCEN alert at https://www.fincen.gov/boi
See FinCEN news release at: https://www.fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us
See FinCEN FAQs at: http://www.fincen.gov/boi/ifr-qa
For questions about this update, please contact Russ Hansen or any member of Prince Lobel’s Business Transactions Group.
