Corporate Transparency Act Beneficial Ownership Info Reporting Requirement

Updated March 24, 2025

As of March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that significantly alters the reporting requirements under the Corporate Transparency Act (CTA). This rule exempts U.S.-based entities and individuals from the obligation to report beneficial ownership information (BOI) to FinCEN. ​

Previously, the CTA mandated that certain entities, including domestic corporations and limited liability companies, disclose their beneficial owners to FinCEN. However, with the new interim rule, the definition of "reporting company" has been revised to include only entities formed under foreign laws that have registered to do business in any U.S. state or tribal jurisdiction. Consequently, all entities created within the United States are now exempt from BOI reporting requirements. ​

For foreign entities that meet the updated definition of a "reporting company" and do not qualify for an exemption, new reporting deadlines have been established:​

• Entities registered to do business in the U.S. before March 21, 2025, must file their BOI reports within 30 days from that date.​
• Entities registering on or after March 21, 2025, have 30 calendar days to submit an initial BOI report after receiving notice that their registration is effective.​
  
  

These foreign entities are not required to report any U.S. persons as beneficial owners, and U.S. individuals are not obligated to report BOI concerning such entities in which they have ownership

It's important to note that while U.S. entities are now exempt from these federal reporting requirements, they should remain vigilant regarding any state-level obligations that may still apply. Additionally, FinCEN is accepting comments on this interim final rule and intends to finalize it later this year. ​

Visit ​FinCEN.gov for more information.