U.S. Companies Now Exempt from the Corporate Transparency Act

What has changed:

• U.S. companies and their beneficial owners are now exempt from the Corporate Transparency Act, and thus no longer required to file reports thereunder.
• Foreign reporting companies are still required to file beneficial ownership information reports, but only with respect to non-U.S. persons.
• Foreign reporting companies have 30 days from the date of publication of the interim final rule in the Federal Register to comply with the Corporate Transparency Act’s reporting requirements.
• U.S. persons are not required to provide their beneficial ownership information to foreign reporting companies.

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On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that exempts entities formed under State or Indian tribe law in the U.S., and their beneficial owners, from beneficial ownership information (“BOI”) reporting requirements under the Corporate Transparency Act (the “CTA”) and the BOI Reporting Rule issued thereunder. As a result, such domestic companies are no longer required to file initial BOI reports, and domestic companies that have previously filed a BOI report are no longer required to report any changes or corrections.

Rationale for the Changes

According to the interim final rule, the Secretary of the Treasury, with the written concurrence of the Attorney General and the Secretary of Homeland Security, has determined the reporting of BOI by domestic reporting companies and their beneficial owners “would not serve the public interest” and “would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute money laundering, the financing of terrorism, proliferation finance, serious tax fraud, or other crimes.” FinCEN also emphasized in the interim final rule President Trump’s policy direction “to alleviate unnecessary regulatory burdens placed on the American people.”

Foreign Reporting Company Obligations and Deadlines

Foreign reporting companies are still required to comply with the CTA and the BOI Reporting Rule, but the interim final rule exempts (1) foreign reporting companies from having to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company, and (2) U.S. persons from having to provide BOI to any foreign reporting company for which they are a beneficial owner. As a result, foreign reporting companies that only have U.S. persons as beneficial owners will be exempted entirely from the requirement to report BOI with respect to its beneficial owners. However, it appears the interim final rule does not exempt a foreign reporting company from filing a BOI report that reports BOI for its company applicant(s), even if it does not have any beneficial owners that are U.S. persons.

The interim final rule provides an additional 30 days from the date the interim final rule is published in the Federal Register for foreign reporting companies to comply with their BOI reporting obligations (i.e., filing initial BOI reports, filing updated BOI reports to reflect changes in beneficial owners and/or their BOI, or filing updated BOI reports to make corrections to previously reported BOI).

Finally, the interim final rule makes certain revisions with respect to the treatment of pooled foreign investment vehicles under the CTA and the BOI Reporting Rule.

Immediate Effectiveness, but Subject to Future Events

The interim final rule is effective immediately upon its publication in the Federal Register. The interim final rule is subject to revision, with changes to be reflected in a final rule to be issued by FinCEN. FinCEN is accepting comments on the interim final rule, and will reevaluate the changes made by the interim final rule in light of those comments. The comment period for the interim final rule will run for 60 days after its publication in the Federal Register. FinCEN stated in the interim final rule that it intends to issue a final rule sometime after the comment period closes but prior to the end of the year.

While domestic companies are no longer reporting companies required to file BOI reports under the CTA, that, along with other changes implemented by the interim final rule, could change by the issuance of the final rule, Congressional action, court challenge, or issuance of additional guidance or regulatory action by FinCEN. We will continue to monitor developments with respect to the interim final rule and the CTA.

Next Steps

If you have any questions about the CTA and its requirements, please reach out to one of the authors of this client alert.