By: Katherine A. Day, Esq. (kad@efclaw.com) and
Matti C. Tacy, Esq. (mct@efclaw.com)
Corporate Attorneys, Egan, Flanagan and Cohen, P.C.
Following months of on-again-off-again updates related to the beneficial ownership information (“BOI”) reporting requirement under the Corporate Transparency Act (“CTA”), the Financial Crimes Enforcement Network (“FinCEN”) announced an interim final rule on March 21, 2025, that eliminates the reporting requirement for U.S. companies and U.S. persons. With the release of the interim final rule, FinCEN has taken a major step towards its stated goal of reducing the regulatory burden on small businesses, while continuing to prioritize BOI reporting for entities that pose significant national security risks.
Under the interim final rule, FinCEN has narrowed the BOI reporting requirement “to require only entities previously defined as ‘foreign reporting companies’ to report BOI.”[1] U.S. entities “previously defined as ‘domestic reporting companies’ are exempted from reporting requirements and do not have to report BOI to FinCEN, or update or correct BOI previously submitted to FinCEN.”[2] In addition, the interim final rule “exempts foreign reporting companies from having to report the BOI of U.S. persons who are beneficial owners of the foreign reporting company and exempts U.S. persons from having to provide such information to any foreign reporting company for which they are a beneficial owner.”[3]
Existing foreign companies that must report their BOI have at least 30 days from the date of publication of the interim final rule, or 30 days after their registration, whichever is later.
Although U.S. entities and persons have been exempted from the BOI reporting requirement, several lawsuits challenging the constitutionality of the CTA continue to work their way through the courts. It is unclear how the release of the interim final rule will affect the Justice Department’s defense of the CTA. In addition, bills have been introduced in Congress that would extend the reporting deadlines to 2026 or repeal the CTA entirely.
Egan, Flanagan and Cohen’s corporate team continues to follow these ongoing developments and is ready to assist with any CTA questions. Nothing in this legal update should be construed as legal advice. However, if you have any questions regarding the CTA or your business’s obligations, you can contact our team directly by contacting Attorney Kate Day, Esq. at kad@ecflaw.com or Attorney Matti Tacy, Esq. at mct@efclaw.com or by calling (413) 737-0260.
[1] FinCEN 31 CFR Part 1010.380, RIN 1506-AB49
[2] Id.
[3] Id.
