Corporate Transparency Act

On Friday March 21, 2025, FinCEN released an interim final rule implementing a number of significant changes to the beneficial ownership information (BOI) reporting rule promulgated under the CTA.

The rule is effective March 26, 2025 (the date of publication in the Federal Register). FinCEN has invited comments on the interim final rule, and says that it will issue a final rule this year. In other words, there could yet be further rule changes.

Summary of changes:

• Domestic reporting companies are now exempt from any BOI reporting requirement – including both initial reports as well as updates from reports already filed.
• While foreign reporting companies are NOT exempt from BOI reporting requirements, foreign reporting companies are exempt from reporting the BOI of any U.S. person that is a beneficial owner.
• U.S. persons (i.e., individuals – because beneficial owners can only be individuals) who are beneficial owners of foreign reporting companies are exempt from having to provide BOI to such foreign reporting companies.
• Foreign pooled investment vehicles must report the BOI of an individual who exercises substantial control over the entity if the individual is NOT a U.S. person. 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 BOI reports is now April 25, 2025 (for reporting companies that are in existence), or for companies formed on or after that date, 30 days after the reporting company receives actual notice that it has been registered to do business, or a secretary of state first provides public notice that the reporting company has been registered to do business.

Who is a U.S. person?

A U.S. person is a citizen or resident of the United States. The CTA provides that “U.S. person” has the definition set forth in Section 7701(a) of the Internal Revenue Code of 1986 (the “Code”).

Please consult with a member of the Goodwin tax team if you have any questions about whether an individual is a “resident” of the United States.

If a foreign reporting company only has beneficial owners who are U.S. persons, does it need to file a BOI report at all? Similarly, if a foreign pooled investment vehicle only has U.S. persons who exercise substantial control over it, does it need to file a BOI report at all?

That is unclear. For now, we would say “yes”, but we expect that FinCEN will update their FAQs and/or issue further guidance before the new April 25 filing deadline.

On February 27, 2025, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines.

Access our guide on initial filings for new business entities, which includes information around timing, preparation, exemptions, and more.

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Access our guide on ongoing filing obligations for reporting companies, which includes information around timing, changes to reported information, corrections to prior filings, and more.

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Seeking a FinCEN Identifier can streamline parts of the CTA filing process. Here are detailed instructions on creating that FinCEN identifier.

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Goodwin is collaborating with SingleFile, a leader in the industry for simplifying CTA compliance. Here are additional details on the benefits and how to get started with SingleFile.

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Access the link below for additional CTA resources and information:

• FinCEN’s Beneficial Ownership Information Webpage

On July 8, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) released new and updated Frequently Asked Questions (FAQs) that clarify FinCEN’s final rules regarding beneficial ownership information (BOI) reporting. Read more here.

On December 21, 2023, the US Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule (Access Rule) regarding access to the beneficial ownership information (BOI) reported to FinCEN pursuant to the Corporate Transparency Act (CTA). Please read the full alert here.

FinCEN released a notice and proposed rule under the Privacy Act of 1974 (Privacy Act) in connection with FinCEN’s establishment of the Beneficial Ownership Information (BOI) System related to the implementation of the Corporate Transparency Act (CTA).

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In a previous Weekly Roundup issue, we discuss how FinCEN’s Notice of Proposed Rulemaking around the proposed CTA regulations specifies how government officials may access beneficial ownership information in order to support law enforcement, national security, and intelligence activities, and how certain financial institutions and their regulators would access such information in order to fulfill customer due diligence requirements and conduct supervision.

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Read our client alert to learn more about FinCEN’s final rule, which exempts public companies, large operating companies, and certain types of regulated entities whose ownership and control are generally known to governmental authorities from the definition of “reporting company.”

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