On March 21, 2025, the Department of The Treasury under the Financial Crimes Enforcement Network (FinCen) issued an interim final rule regarding registration under the Corporate Transparency Act (CTA). Under this interim final rule, only companies defined as “foreign reporting companies” are required to register Beneficial Ownership Interests (BOI). With the interim final rule, “domestic reporting companies” as defined under the CAT are no longer required to register or submit BOI information. They also do not have to update or correct BOI previously required.
The interim final rule specifically revises the definition of a “reporting company” to mean only those entities formed under the law of a foreign country that have registered to do business in any U.S. state or tribal jurisdiction and do not qualify for an exemption under the Act.
The interim final rule further exempts foreign companies that are required to register from having to report the BOI of U.S. persons that are beneficial owners of the foreign reporting company.
Under the original rules regarding the registration of BOI under the provisions of the CTA, beneficial owners of domestic companies which qualified under the provision of the CTA were required to register information with FinCEN. Under the interim final rule, this requirement is no longer in place, Registration is only required for foreign reporting companies.
As noted, this is an interim final rule meaning that it is subject to comment by the public for a period of time. After this comment period expires, the interim rule can be adopted as a final rule or modified based on comments received. For now, however, domestic reporting companies are no longer required to submit, update or change BOI interests under the CTA.
You can access the full interim final rule through this link or a summary of the interim final rule through this link.
The information contained in this article should be considered general in nature and does not constitute legal advice. If you wish to obtain further information on the topic discussed, you should seek legal or other advice specific to your situation. Steven C. Sasser and Sasser Law Firm, LLC are licensed to practice in Alabama and this article should not be seen as an attempt to solicit legal services from outside of Alabama. No representation is made that the quality of legal services performed are greater than the legal services performed by other lawyers.
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