The Financial Crimes Enforcement Network (FinCEN) issued guidance,1 effective March 26, 2025, to exclude U.S. persons and U.S. entities from the beneficial ownership reporting requirements under the Corporate Transparency Act. This guidance follows the U.S. Department of the Treasury’s announcement2 on March 2, 2025, that no penalties or fines associated with the beneficial ownership reporting rule would be enforced against U.S. citizens or domestic reporting companies.
Pursuant to this rule, only corporations, limited liability companies, or other entities that are formed under the laws of a foreign country and registered to do business in any U.S. state by the filing of a document with a secretary of state are considered “reporting companies” required to file beneficial ownership information reports.
An exemption to reporting was also added for U.S. persons who are beneficial owners. No beneficial ownership information needs to be reported for a U.S. person who is a beneficial owner of a reporting company. Accordingly, reporting companies that have only U.S. persons as beneficial owners are exempt from reporting. The original 23 exemptions to reporting remain in effect.
Entities that meet this new definition of a reporting company as of March 26, 2025, should file beneficial ownership information reports by April 25, 2025. New reporting companies should file beneficial ownership information reports within 30 days of registering to do business in the United States.
FinCEN is accepting public comments on the interim final rule through May 27, 2025.
Please contact your Much attorney with any questions.
1 FinCEN Guidance, effective March 26, 2025.
2 U.S. Department of the Treasury Announcement - March 2, 2025.