Author: Mike Chiang of Han Kun LLP
Summary
The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule on March 21, 2025 that fundamentally reshapes the scope of beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA). Effective immediately, U.S. companies and U.S. persons are no longer required to report BOI to FinCEN. The new rule limits BOI reporting obligations to certain foreign entities and establishes new deadlines for their compliance.
Key Changes Under the Interim Final Rule
Redefinition of "Reporting Company":
The term now includes only entities formed under foreign law that are registered to do business in a U.S. state or tribal jurisdiction. U.S.-formed entities (previously known as "domestic reporting companies") are exempt from BOI reporting.
Exemption for U.S. Companies and U.S. Persons:
U.S. companies are no longer subject to BOI reporting.
U.S. persons are not required to report BOI, even if they are beneficial owners of a foreign reporting company.
New Deadlines for Foreign Reporting Companies
Foreign entities that meet the revised definition of a "reporting company" and are not otherwise exempt must comply with the following deadlines:
Registered before March 21, 2025:
Must file BOI reports within 30 days of the rule's publication.
Registered on or after March 21, 2025:
Must file BOI reports within 30 calendar days of receiving notice that their registration is effective.
Next Steps for Businesses
Public Comment Period: FinCEN is accepting feedback on the interim final rule and plans to finalize it later this year.
Foreign Entities: Should assess whether they now qualify as "reporting companies" and prepare to comply with applicable BOI obligations.
U.S. Companies: Can discontinue CTA-related BOI compliance efforts unless future rule changes require otherwise.
Important Announcement |
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This Legal Commentary has been prepared for clients and professional associates of Han Kun Law Offices. Whilst every effort has been made to ensure accuracy, no responsibility can be accepted for errors and omissions, however caused. The information contained in this publication should not be relied on as legal advice and should not be regarded as a substitute for detailed advice in individual cases. If you have any questions regarding this publication, please contact: |
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Mike Chiang Han Kun LLP 620 Fifth Avenue, 2nd Floor, Rockefeller Center, New York, NY 10020, USA T: +1 646 849 2888 M: +1 415 269 5589 Email: mike.chiang@hankunlaw.com |
