On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule exempting U.S. companies and U.S. persons from the requirement to report beneficial ownership information under the Corporate Transparency Act (CTA). The issuing of this interim final rule follows the U.S. Department of Treasury’s March 2nd announcement that it would suspend enforcement of the CTA against U.S. citizens and domestic reporting companies and its intention to narrow the scope of the CTA to only foreign reporting companies.
The interim final rule narrows the reporting requirements of the CTA, providing that:
- Domestic reporting companies and their beneficial owners are exempt from the CTA’s beneficial ownership information reporting requirements;
- U.S. beneficial owners of foreign reporting companies are exempt from the CTA’s beneficial ownership information reporting requirements; and
- The requirement for foreign reporting companies, and their foreign beneficial owners remains, but the deadline for existing foreign reporting companies to file their initial, updated, or corrective beneficial ownership information reports is extended until 30 days after the rule is published in the Federal Register.
As such, at least for the time being, U.S. companies and U.S. citizens are no longer required to comply with the beneficial ownership information reporting requirements of the CTA. FinCEN will accept public comments to the interim final rule for the 60 days following its publication in the Federal Register. After review of such comments, and revision, if necessary, FinCEN plans to issue the final rule later this year.
The interim final rule, and the final rule, may be subject to legal challenge. Woods Aitken will continue to closely monitor the status of the CTA and provide key updates as they become available. If you have any specific questions, please do not hesitate to reach out to your contact at Woods Aitken, or one of the following:
William A. Ozaki (Lincoln): wozaki@woodsaitken.com or (402) 817-4860
Daniel R. Carnahan (Omaha): dcarnahan@woodsaitken.com or (402) 898-7430
Lena A. Lucas (Denver): llucas@woodsaitken.com or (303) 606-6707