Beneficial Ownership Information Reporting

ALERT: On March 21, 2025, the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) announced the issuance of an interim final rule exempting all U.S. companies and U.S. persons from reporting beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.  

The interim final rule revises the regulatory definition of “reporting company” to mean only an entity that is formed under the law of a foreign country and that has registered to do business in the United States by the filing of a document with a secretary of state or any similar office of a U.S. state. Foreign entities doing business in the United States that do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines. These foreign entities will not, however, be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Consequent to the interim final rule’s March 26, 2025 publication in the Federal Register, the following deadlines apply for foreign entities that are reporting companies:

• Reporting companies registered to do business in the United States before the date of publication of the interim final rule must file BOI reports no later than 30 days from that date.
• Reporting companies registered to do business in the United States on or after the date of publication of the interim final rule have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

FinCEN is applying all exemptions and deadline extensions in the interim final rule immediately.

For further updates regarding the CTA and BOI reporting obligations, please see FinCEN’s website: https://www.fincen.gov/boi 

New York State has a reporting law, the New York LLC Transparency Act, that is similar to the original BOI reporting requirements under the CTA in that it will require limited liability companies organized in the state of New York or registered to do business in the state of New York to file BOI with the New York Department of State starting January 1, 2026.  

If you have questions about a foreign company’s reporting obligations under the CTA, or a company’s reporting obligations under New York state law, please call your Arnold & Porter contact.