By: Brandy Bruyere, Angela Gamalski, Thomas P. Healy, and In-Sung Yoo

On March 21, 2025, the U.S. Department of the Treasury issued a rule that removes the requirement for U.S.-based companies and persons to file Corporate Transparency Act (CTA) beneficial ownership information (BOI) reports. Effective immediately, all domestic reporting companies and U.S. persons are exempt from submitting beneficial ownership reports to the Financial Crimes Enforcement Network (FinCEN). Foreign reporting companies that are created under the laws of another country and registered to do business in a U.S. state or tribal jurisdiction that do not qualify for an exemption under the CTA from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below:

• Foreign reporting companies currently registered to do business in a U.S. state or tribal jurisdiction must file BOI reports by April 25, 2025.
• Foreign reporting companies registered to do business in the U.S. on or after the effective date of the rule have 30 calendar days to file an initial BOI report after receiving notice from a secretary of state’s office that their registration is effective.

Note, however, that these foreign reporting companies will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. Foreign reporting companies should determine whether they are exempt from filing based on the CTA’s other exemptions or be prepared to file beneficial ownership information with FinCEN by the new reporting deadline.

FinCEN is seeking comment on these revisions to the CTA’s reporting requirements, so further changes are possible.

This article is reprinted with permission from Honigman, LLP. This article is not intended as legal advice. For additional information, you can access this article on Honigman’s website.