FinCEN Exempts all U.S. Companies and U.S. Persons from the CTA’s Beneficial Ownership Reporting Requirements

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that dramatically narrows the scope of the Corporate Transparency Act (“CTA”) by exempting all U.S. entities and U.S. persons from the statute’s reporting obligations. The new rule, which became effective immediately upon its publication in the Federal Register on March 26, 2025, leaves only foreign entities that register to do business in the U.S. and that have non-U.S. beneficial owners subject to the CTA.

The interim final rule amends the definition of a “reporting company” under the CTA to exclude any entity that is created by the filing of a document with a secretary of state or a similar office under the law of any U.S. state. This means that corporations, limited liability companies, and other similar entities formed under U.S. law are no longer “reporting companies” under the CTA and need not report beneficial ownership information to FinCEN, so long as the rule remains effective.  Treasury and FinCEN expect to issue a final rule, following a traditional public notice and comment period, before the end of 2025.

The interim final rule also creates a full exemption for non-U.S. entities that have only U.S. persons as “beneficial owners.” Filings will still be required for U.S.-registered foreign entities that have non-U.S. beneficial owners (assuming no other reporting exemptions apply); however, these companies will not be required to disclose any of their U.S. beneficial owners (or related personal information) to FinCEN.

The interim final rule is now effective and applies retroactively to any company that has already filed or was required to file its BOI with FinCEN under the CTA. Therefore, any entity that is no longer a “reporting company” under the interim final rule does not need to file or update its BOI with FinCEN.

However, the interim final rule is subject to public comments before FinCEN issues a final rule, which could differ from the interim final rule. Aside from changes resulting from the rulemaking and public comment process, it is possible that Congress could revisit the CTA’s statutory requirements (and exemptions) in light of the interim final rule as well as ongoing litigation challenging the constitutionality of the CTA itself.

Additionally, some important questions remain unanswered for entities that have already filed BOI reports with FinCEN.  Most notably, will the government retain this previously-reported information and, if so, who will have access to it? Therefore, we advise our clients to monitor the developments regarding the CTA and consult with us if they have any questions or concerns about their compliance obligations.