FinCEN Eliminates Beneficial Ownership Reporting Requirements for U.S. Companies and Persons

On March 21, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) published an interim final rule (the “March 21 Rule”) that significantly narrows the beneficial ownership information (“BOI”) reporting requirements of the Corporate Transparency Act (“CTA”) and extends the CTA’s BOI reporting deadline for 30 days.

What You Need to Know:

• U.S. Companies Exempt: FinCEN has removed the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI). This applies to all entities created in the U.S. — including those formerly categorized as “domestic reporting companies.”
• Foreign Companies Still Required to Report: The definition of a “reporting company” now includes only entities:
  • Formed under the law of a foreign country, and
  • Registered to do business in the U.S. through a filing with a secretary of state or similar office in any State or Tribal jurisdiction.

These foreign entities must report their BOI unless they qualify for an exemption, but:

• They are not required to report U.S. persons as beneficial owners.
• U.S. persons are not required to provide BOI to foreign entities for reporting purposes.

Reporting Deadlines for Foreign Entities:

• Foreign reporting companies registered before the IFR is published in the Federal Register must file their BOI report within 30 days of publication.
• Foreign reporting companies registered on or after the publication date must file an initial BOI report within 30 calendar days after receiving notice that their registration is effective.

A 60-day public comment period will follow its publication in the Federal Register, and a final rule is expected later this year.

We will continue to monitor for any updates or challenges to this rule and keep you informed. Please reach out if you have questions or would like to discuss how this impacts your reporting obligations.