CLIENT ALERT: Corporate Transparency Act Update – FinCEN Issues New Interim Final Rule Removing Reporting Obligations for Domestic Reporting Companies and Foreign Reporting Companies with Only U.S. Persons

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) released an interim final rule that drastically reduced the reporting obligations under the Corporate Transparency Act (CTA). Domestic reporting companies and foreign reporting companies with only U.S. persons are now exempt. The interim rule was issued in response to a frenzy of ongoing litigation surrounding the constitutionality of the CTA, as well as policy shifts under the Trump administration prioritizing deregulation.

Under the interim rule:

• Domestic reporting companies (e.g., corporations and LLCs that were “created by the filing of a document with a secretary of state or any similar office under the law of a U.S. state or Indian tribe”) and their beneficial owners are now exempt from beneficial ownership information (BOI) reporting.
• Foreign reporting companies still need to report BOI, but they are no longer required to report U.S. persons as beneficial owners. As stated in the interim final rule: “Foreign reporting companies that only have beneficial owners that are U.S. persons will be exempt from the requirement to report any beneficial owners.”
• Foreign pooled investment vehicles, which were previously required to report BOI of an individual with substantial control over the entity, now must only report if that individual is a non-U.S. person. If there are multiple individuals in control, only the non-U.S. person with the greatest authority over the entity must report. As stated in the interim final rule: “If there is no individual with substantial control who is not a U.S. person, the foreign pooled investment vehicle is not required to report any beneficial owners.”
• The deadline for foreign reporting companies to file initial BOI reports is extended to 30 days from publication of the interim rule or 30 days after their registration to do business in the United States, whichever comes later.

FinCEN is soliciting public feedback on the rule and intends to issue a final version later in the year. The interim final rule has the impact of dramatically reducing the number of reporting companies subject to beneficial ownership reporting, all but eliminating the real-world impact of the CTA. However, with several legal challenges still unresolved across multiple jurisdictions, further developments are likely.

Please contact the Olshan attorney with whom you regularly work or one of the attorneys below if you would like to discuss further or have questions.