Corporate Transparency Act: FinCEN Proposes Removing Requirement for U.S. Companies and U.S. Persons
On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) posted an interim final rule that removes the requirement of filing Beneficial Ownership Information (BOI) reports for U.S. Companies and Persons.
03.24.25
In late February, FinCEN announced it would not enforce the Corporate Transparency Act (the CTA), or issue any fines or penalties, if reporting companies did not meet the most recent March 21, 2025, filing deadline and that it would potentially revise the existing BOI reporting requirement. As promised, FinCEN posted an interim final rule (IFR) that removes the requirement for U.S. companies and persons to file BOI reports.
The U.S. Department of the Treasury issued the following statement:
“The Treasury Department is announcing today that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either.”
FinCEN also announced the following regarding foreign companies:
“Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, 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.”
The following deadlines apply only to foreign entities that are reporting companies:
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- Reporting companies registered to do business in the U.S. before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
- Reporting companies registered to do business in the U.S. on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
FinCEN is currently accepting comments on this interim final rule, which is expected to be finalized this year.
Additionally, the final determination on the constitutionality of the CTA is still pending, as the Fifth Circuit is set to hear the expedited appeals for the Texas Top Cop Shop[1] case. Further, the CTA itself is subject to potential ongoing legislative changes.
For additional information or assistance regarding the CTA, contact Jon Katona, Patrick Murphy, Samantha Blank or Madison Mueller.
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For additional information on the CTA, please see our previous publications:
- Corporate Transparency Act: FinCEN Will Not Enforce the CTA
- Corporate Transparency Act: Back in Effect (Again)
- Corporate Transparency Act: Remains Unenforceable
- Corporate Transparency Act: Enforcement Halted (Again)
- Corporate Transparency Act: Back in Effect, with Deadline Extensions
- Corporate Transparency Act: Nationwide Injunction and Next Steps
- Court Issues Nationwide Injunction Against Enforcement of the Corporate Transparency Act Reporting Deadline
- Filing Deadline Approaches: The Corporate Transparency Act
- The Corporate Transparency Act Found Unconstitutional for Specific Plaintiffs
- The Corporate Transparency Act is in Effect: What You Need to Know
- Corporate Transparency Act Effective Date Approaches
You can also visit FinCEN’s BOI webpage.
[1] Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478-ALM (E.D. Tex. Dec. 3, 2024).