Previously Shinners & Cook issued a client service alert regarding the Beneficial Ownership Information Reports (BOIs) required to be filed with the Financial Crimes Enforcement Network (FinCEN).

 

The U.S. Department of the Treasury announced on March 2, 2025, that it will not take any enforcement action against U.S. citizens and legal entities formed in the United States or their beneficial owners in connection with beneficial ownership information reporting requirements under the Corporate Transparency Act. The Treasury Department’s announcement came three days after FinCEN announced the suspension of all filing deadlines under the Corporate Transparency Act, and that it will be issuing rulemaking no later than March 21, 2025, to (i) further extend CTA reporting deadlines, and (ii) solicit public comment on potential revisions to existing CTA reporting requirements.

 

What is New.  On March 21, 2025, the Department of the Treasury issued a rule that removes the requirement for U.S.-based companies and persons to file BOI reports under the Corporate Transparency Act. Effective immediately, all domestic reporting companies and U.S. persons are exempt from submitting beneficial ownership reports to FinCEN. Foreign reporting companies that are created under the laws of another country and registered to do business in a U.S. state that do not qualify for an exemption under the Corporate Transparency Act from the BOI reporting requirements must report their BOI to FinCEN under new deadlines, as follows:

 

• Foreign reporting companies currently registered to do business in a U.S. state 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 thirty (30) calendar days to file an initial BOI report after receiving notice from a secretary of state’s office that their business registration is effective.

 

• Significantly, 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.

 

Action items.  Foreign reporting companies must determine whether they are exempt from filing based on the Corporate Transparency Act’s other exemptions or be prepared to file BOI with FinCEN by the new reporting deadline.