BOIR Requirements - March 2025

Corporate Transparency Act Narrowed: U.S. Companies No Longer Required to File Beneficial Ownership Reports

In a significant shift, the U.S. Department of the Treasury has substantially scaled back the Corporate Transparency Act (CTA) through an interim final rule issued by the Financial Crimes Enforcement Network (FinCEN). The rule sharply limits which businesses are required to report beneficial ownership information (BOI)—a move that dramatically reduces compliance obligations for most domestic companies.

What Changed?

Under the revised rule, only foreign entities registered to do business in the United States are now subject to CTA reporting requirements. In contrast, corporations, LLCs, and similar entities formed under U.S. law are no longer required to file, update, or correct BOI reports with FinCEN.

Even for foreign reporting companies, the rule has been narrowed further: if all beneficial owners are U.S. persons, no BOI report is required at all. Foreign pooled investment vehicles are similarly exempt from disclosing U.S. persons who exercise substantial control.

FinCEN has updated its definition of a “reporting company” to apply exclusively to foreign-organized entities registered with a U.S. state or tribal jurisdiction. U.S.-organized subsidiaries of foreign companies are explicitly excluded from reporting obligations.

You can read the full interim rule here: FinCEN Interim Final Rule – March 2025

New Deadlines for Foreign Companies

Foreign entities that meet the new reporting criteria must adhere to updated timelines:

• Registered before the interim rule’s publication: File within 30 days of the publication date.

• Registered after publication: File within 30 days of receiving effective notice of registration.

These deadlines apply only to non-U.S. entities still subject to CTA reporting.

Why This Matters

When the CTA was originally rolled out in 2022, FinCEN estimated that over 32 million existing U.S. entities would need to comply with BOI reporting, with another 5 million added annually. Under this revised rule, the number of reporting companies has dropped to approximately 11,667 foreign entities.

The Treasury Department estimates this rollback will save companies nearly $9 billion annually in compliance costs. The update aligns with a broader regulatory reform agenda, including a March 2025 Executive Order directing federal agencies to reduce unnecessary administrative burdens.

What Comes Next?

Although the interim rule took effect immediately, FinCEN is inviting public feedback for 60 days before issuing a permanent final rule later in 2025. The agency retains discretion to adjust filing deadlines during this two-year transition period.

FinCEN’s CTA resources are available here:
👉 https://www.fincen.gov/boi

Need Legal Guidance on CTA Compliance?

The regulatory landscape around the CTA remains in flux. Our team at Ament Law Group is actively monitoring developments and is ready to advise clients on how these changes may affect your business structure or compliance strategy.

If you have questions or need support navigating CTA reporting obligations, contact us today.

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