CTA Update: FinCEN Issues Interim Final Rule Narrowing Reporting Obligations, by Seth Meyer, Esq. and Alisha Talati, Esq., 3-26-2025

The Treasury Department’s Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that narrows the Corporate Transparency Act’s (CTA) reporting obligations to foreign reporting companies.

FinCEN’s latest move comes as no surprise. The agency had alluded to release of the proposed rule in a March 2, 2025 press release, where it announced that it would no longer enforce the CTA’s beneficial ownership information (BOI) reporting deadlines or associated fines and penalties against U.S. citizens and domestic reporting companies.

FinCEN kept good on its word.

According to the interim final rule, issued on March 21, 2025, entities previously defined as “domestic reporting companies” are exempted from the reporting requirements and do not have to report BOI to FinCEN, or update or correct BOI previously reported to FinCEN.

Accordingly, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). 

With limited exceptions, the interim final rule does not change the existing requirement for foreign reporting companies to file BOI reports, but it extends the deadline to file initial BOI reports, and to update or correct previously filed BOI reports, to 30 days from the date of the interim rule’s publication in the Federal Register to give foreign reporting companies additional time to comply.

Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective, according to FinCEN’s latest announcement.

Of note, the interim final rule exempts foreign reporting companies from having to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company and exempts U.S. persons from having to provide such information to any foreign reporting company for which they are a beneficial owner.

FinCEN is now accepting comments on this interim final rule and notes that it “intends to finalize the rule this year.”

Kaufman Dolowich will continue to monitor developments.

For more detailed background on the history of the CTA saga, check out KD’s previous blog on this subject.

Authors: Of Counsel Seth Meyer and Associate Alisha Talati