On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that exempts all domestic companies and persons from all Corporate Transparency Act (CTA) requirements. The only entities remaining in scope are ones that were formed under the laws of a foreign jurisdiction and subsequently registered to do business in a U.S. jurisdiction. Even for these foreign entities, any beneficial owners that are U.S. persons are exempt from all beneficial ownership reporting.

FinCEN’s interim final rule wraps a tumultuous year for the CTA. After a series of federal district court injunctions and stays, FinCEN had initially announced CTA reporting requirements would move forward in full. Then, on March 2, 2025, the Treasury Department, of which FinCEN is a part, announced it would not enforce any CTA requirements against U.S. reporting companies or citizens. The March 2 announcement left many U.S. companies in limbo, because the Treasury Department’s announcement concerned only enforcement, and did not actually lift legal requirements. The distinction between non-enforcement and non-compliance can be important, especially when a company makes representations that they are in compliance with legal requirements. The March 21 interim final rule alleviates these concerns as it lifts the legal compliance requirements for all domestic companies.

Foreign reporting companies have until April 20, 2025 to file beneficial ownership information with FinCEN. Foreign entities that register in a U.S. jurisdiction for the first time after March 31 have 30 days from the date of registration to file an initial beneficial ownership information report.

What is next for beneficial ownership reporting? As far as the CTA goes, FinCEN is accepting comments on the interim final rule and plans to issue a final rule later this year. It is possible we see further changes to the reporting framework, either through the comment process or through additional challenges in the courts. Beyond the CTA, several states are at various stages of implementing their own beneficial ownership reporting regimes. For example, the New York legislature has passed the New York LLC Transparency Act, which largely mirrors the original CTA reporting regime, although it applies only to LLCs. It is schedule to take effect on January 1, 2026. Other states are actively considering beneficial ownership reporting requirements, including Massachusetts, Maryland and California, and it is possible we see further state level regimes ramp up now that the federal rules have been heavily curtailed.