Corporate Transparency Act (“CTA”) Update – US Entities Not Required to File BOI Reports
Recent Amendments to Beneficial Ownership Information
Reporting (BOIR) Regulations (as of March 21, 2025)
Late Friday evening, March 21, 2025, FinCEN implemented significant amendments to the Beneficial Ownership Information Reporting (BOIR) regulations under the Corporate Transparency Act (CTA), limiting the scope of the beneficial ownership information (BOI) filing requirements to foreign entities only and removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI).
The definition of “reporting company” now excludes U.S. domestic entities and exempts U.S. persons from BOIR obligations, a significant change from the initial requirements.
Accordingly, 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 defined as “foreign reporting companies”) are now subject to reporting requirements. In addition, the new rule exempts foreign reporting companies from having to report the BOI of any 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.
Why This Matters: The BOIR filing requirement now applies only to foreign reporting companies and beneficial owners, and the deadline to comply with BOIR requirements has been extended an additional 30 days to April 20, 2025. This extension provides foreign entities with extra time to gather and report the necessary beneficial ownership information.
We will continue to monitor and keep our clients informed about further developments and assess how these changes impact their reporting obligations. Please feel free to contact Rich Bar (rbar@gkglaw.com) or Frank Beninato (fbeninato@gkglaw.com) if you have any questions.
