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Corporate Transparency Act Update

Beneficial Ownership Information (BOI) Reporting — March 2025

U.S. Companies Are Now Exempt from BOI Reporting

Effective March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report Beneficial Ownership Information (BOI) under the Corporate Transparency Act (CTA).

What This Means for Your Business

If your business was formed in the United States, including LLCs, corporations, and other entities, you are no longer required to file a BOI report with FinCEN. This applies to all entities previously classified as "domestic reporting companies."

Specifically, the interim final rule provides that:

  • All entities created in the United States are exempt from BOI reporting requirements.
  • U.S. persons are not required to report BOI with respect to any entity for which they are a beneficial owner.
  • Domestic companies that already filed BOI reports are not required to update or correct previously filed information.

Who Still Needs to File?

The revised rule now applies only to foreign entities, companies formed under the laws of a foreign country that have registered to do business in the United States. These foreign reporting companies must still file BOI reports under the following deadlines:

  • Foreign companies registered before March 26, 2025, must file by April 25, 2025.
  • Foreign companies registered on or after March 26, 2025, must file within 30 calendar days of receiving notice of effective registration.

Background

The Corporate Transparency Act was enacted in 2021 as part of the Anti-Money Laundering Act. It originally required most U.S. companies to report information about their beneficial owners to FinCEN. After a series of legal challenges and court injunctions throughout 2024 and early 2025, the Treasury Department announced on March 2, 2025, that it would not enforce penalties against domestic companies and would narrow the rule's scope to foreign entities only.

On March 26, 2025, FinCEN formalized this through its interim final rule. FinCEN has indicated it intends to finalize the rule through further rulemaking.

What Should You Do?

If you are a domestic business owner, no action is required at this time. However, we recommend staying informed as FinCEN may issue further guidance or final rules in the future.

If you have questions about the Corporate Transparency Act, BOI reporting, or how these changes affect your business, call (724) 733-3500 or contact us online.

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