FinCEN Eliminates Corporate Transparency Act Reporting Requirements for Domestic Companies

After a multi-year, up-and-down ordeal that involved legislators, regulators, judges, and, ultimately, the ballot box, the final nail has seemingly been driven into the Corporate Transparency Act’s (CTA) coffin, at least as far as domestic companies are concerned.

The death of the CTA and its Beneficial Ownership Information (BOI) reporting requirements for everyone other than foreign entities was announced on March 21, 2025, by FinCEN, the agency charged with implementing and enforcing the CTA. On that date, it issued an interim final rule (IFR) declaring that “all entities created in the United States — including those previously known as ‘domestic reporting companies’ — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN.”

The interim final rule was expected after the Department of the Treasury’s March 2, 2025, release in which it announced that it would be “issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.”

Don’t let the “interim” fool you. While the final rule that is ultimately published may have some slight modifications, the fact that those in charge of the CTA have decided to stick a fork into its application to domestic companies is as conclusive as any “interim” rule could be.

Only Foreign Companies Required to Report BOI Information

In the interim final rule, FinCEN revised the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting 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. However, such entities will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI for any entity for which they are a beneficial owner.

Upon the publication of the interim final rule, these deadlines apply for foreign entities that are reporting companies:

• Reporting companies registered to do business in the United States before the IFR publication date must file BOI reports no later than 30 days from that date.
• Reporting companies registered to do business in the United States 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 has published detailed FAQs about the interim final rule here. If you have questions or concerns about this most recent turn of events or what obligations, if any, your company may still have under the now significantly narrower Corporate Transparency Act, please reach out to your contact at Latimer LeVay Fyock.