On March 21, 2025, FinCEN issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) under the Corporate Transparency Act (CTA). The CTA was passed in 2021 to enhance transparency and combat illegal financial activities. BOI reporting refers to providing identifying information about the individuals who directly or indirectly own or control a company. Up until this ruling, BOI reporting applied to both U.S. and foreign entities and individuals.
While the interim final rule offers relief to U.S. companies and persons, certain foreign reporting entities still have BOI obligations. Below are key updates regarding the changes.
Namely, the interim final rule exempts domestic reporting companies, which are entities that were formed in the U.S. As a result, there are no longer any BOI requirements for U.S. businesses and their owners.
Corporations, limited liability companies or other entities formed in a foreign country that have also registered to do business in a U.S. state or tribal jurisdiction must report BOI under new deadlines. However, even foreign companies required to report BOI will not have to report any U.S. beneficial owners, nor will those U.S. owners have any BOI reporting obligations related to those foreign entities.
Foreign reporting companies registered to do business in the U.S. before the interim final rule was published must file BOI reports no later than 30 days from the publication date.
Foreign reporting companies that register to do business in the U.S. on or after the publication date of the interim final rule must file a report within 30 calendar days after receiving notice that their registration is effective.
While deadlines for BOI reporting have been a moving target since the CTA was passed, this interim final rule — expected to be finalized later this year — signals a seeming end to the uncertainty, planning and reporting for U.S. companies and their beneficial owners. However, BOI reporting is still a very real compliance matter. Foreign entities meeting the requirements for BOI reporting should consult with their advisers to prepare.
Contact Kelly Anzevino, Jason Jones or a member of your service team to discuss this topic further.
Cohen & Co is not rendering legal, accounting or other professional advice. Information contained in this post is considered accurate as of the date of publishing. Any action taken based on information in this blog should be taken only after a detailed review of the specific facts, circumstances and current law with your professional advisers.