In the continuing developments surrounding the implementation of the Corporate Transparency Act, on March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removes the former requirement for U.S. persons to report beneficial ownership information (BOI to FinCEN under the Corporate Transparency Act. The definition of “reporting company” under the interim rule was revised to mean only those entities formed under a foreign country’s law and registered to do business in any U.S. State or Tribal jurisdiction.  Thus, U.S. companies and persons are no longer obligated to file. The rule also exempts entities previously known as “domestic reporting companies.” Foreign entities that are not exempt will not 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. FinCEN is accepting comments on the interim final rule and will issue a final rule later in the year.

Companies should continue to monitor developments regarding FinCEN’s rule to determine whether they are a “reporting company.” Jackson & Campbell lawyers are available to respond to questions on the interim final rule and any future developments.