On March 21, 2025, the Treasury Department issued a rule that removes the requirement for U.S.-based companies and persons to file Corporate Transparency Act (CTA) beneficial ownership information (BOI) reports.Effective immediately, all domestic reporting companies and U.S. persons are now exempt from submitting beneficial ownership reports to FinCEN. Foreign reporting companies that are created under the laws of another country, and registered to do business in a U.S. state or Tribal jurisdiction and do not qualify for an exemption under the CTA from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below:
- Foreign reporting companies currently registered to do business in a U.S. state or Tribal jurisdiction must file BOI reports by April 25, 2025.
- Foreign reporting companies registered to do business in the U.S. on or after the effective date of the rule have 30 calendar days to file an initial BOI report after receiving notice from a secretary of state's office that their registration is effective.
Note, however, that these foreign reporting companies will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. Foreign reporting companies should determine whether they are exempt from filing based on the CTA's other exemptions or be prepared to file beneficial ownership information with FinCEN by the new reporting deadline.
FinCEN is seeking comment on these revisions to the CTA's reporting requirements so further changes are possible. The CTA Taskforce will provide an update if FinCEN makes further revisions to the CTA's beneficial owner reporting requirements or if there are any other developments regarding companies' beneficial ownership reporting obligations.
Please contact the Honigman Corporate Transparency Act Task Force or your regular firm attorney with questions regarding your company's filing considerations or if you are interested in submitting comments to FinCEN in response to these revisions.
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