Morris, Nichols, Arsht & Tunnell LLP
MONTH-IN-BRIEF (Mar 2025)
Corporate Transparency Act Update: Freedom’s Just Another Word for Nothing Left to File—Unless You Are a Non-U.S. Person
By William E. H. Quick, Polsinelli PC
FinCEN has adopted an Interim Final Rule (“IFR”)[1] under the Corporate Transparency Act (“CTA”) with the purpose of replacing regulations that formerly governed the existing beneficial ownership information (“BOI”) reporting requirements. Under this revised IFR, only entities previously defined as “foreign reporting companies” must report BOI. Further, only non-U.S. persons are now required to be reported as beneficial owners under the IFR. To effect this result, entities previously defined as “domestic reporting companies” are exempted from CTA reporting requirements. These entities need not report BOI into FinCEN’s beneficial ownership secure system (“BOSS”), nor must they update or correct previously filed BOI reports.
“With limited exceptions, the interim final rule does not change the existing requirement for foreign reporting companies to file BOI reports,”[2] and associated updates or corrections. The new filing deadline for foreign reporting companies to file, update, or correct BOI reports, is now April 25, 2025. However, even for foreign reporting companies, the IFR exempts U.S. persons from reporting, even if such persons are beneficial owners of a foreign reporting company.