On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) announced an interim final rule eliminating the requirement for U.S. companies to report beneficial ownership information under the Corporate Transparency Act (CTA). This change redefines “reporting company” to include only foreign entities registered to do business in the U.S. Also, the rule provides that all U.S. beneficial owners are now exempt from the disclosure requirements.

Therefore, only foreign companies must still report beneficial ownership information but are not required to disclose any U.S. persons as beneficial owners. FinCEN is accepting comments on this rule and aims to finalize it later this year.

Reporting foreign companies registered in the U.S. before the publication date, which is March 26, 2025, must file BOI reports within 30 days of the publication date, i.e., by April 25, 2025. Those registered on or after March 26, 2025 have 30 days to file their initial BOI report after being notified that their registration is effective.

The reporting requirements likely won’t apply to most FDT clients, but in an abundance of caution, we are sending this alert in case business owners also have foreign entities registered to do business in the U.S. If you fall into this category, it is important to ensure compliance with the reporting requirements and obtain information regarding your foreign beneficial owners before the relevant deadline.

Although the rule provides some clarity, the future of the requirements is still a bit unclear as the CTA itself requires reporting from U.S.  companies and about U.S. beneficial owners, and does not contain the exemptions in the FinCEN rule.

This article was written by Rachel L Partain, partner in the firm’s Corporate and Mergers & Acquisitions practice group, and Caroline G. Frisoni, an associate in the group. Should you have questions on CTA compliance, please reach out to our Corporate Department or call 516-248-1700.