To Our Clients and Friends:

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (“BOI”) under the Corporate Transparency Act.

In the interim final rule, FinCEN revised the definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in the United States (or tribal jurisdiction). Accordingly, all entities created in the U.S. and their beneficial owners will be exempt from the requirement to report BOI to FinCEN.

Foreign entities that meet the new definition of “reporting company” and do not qualify for an exemption must report their BOI to FinCEN under new deadlines. These foreign entities will not be required to report any U.S. persons in the reports.

Foreign entities that are registered to do business in the U.S. before the final interim rule date must file a BOI report within thirty (30) days from March 21, 2025. Foreign entities that are registered to do business in the U.S. on or after the final interim rule date have thirty (30) days to file an initial BOI report after receiving notice of registration.

FinCEN expects to finalize the rule this year.

If you have any questions in light of this update, please contact the GCT attorney with whom you work.