Cogency Global has carefully tracked CTA requirements, actively participating in industry discussions and offering thought leadership on the topic.
As leaders in compliance and corporate governance, we have dedicated our resources to understanding the complexities and implications of this landmark legislation.
On March 21, 2025, FinCEN issued a “final interim rule” exempting US companies and US persons from reporting Beneficial Ownership Information to FinCEN under the Corporate Transparency Act and issuing new reporting deadlines for foreign entities that meet the new definition of “reporting company.” Accordingly, FinCEN posted the following statement on its website:
“Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.
In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, 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 for which they are a beneficial owner.
Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:
FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year.”
Cogency will continue to provide BOI reporting tools for non-exempt foreign entities registered to do business in the US. Cogency also continues to monitor FinCEN’s rulemaking and is watching closely to report later this year when FinCEN finalizes its interim final rule.
Please note: FinCEN’s final interim rule does not impact New York’s LLC Transparency Act which is currently scheduled to take effect on January 1, 2026. Cogency is monitoring this closely and will provide updates. New York’s LLC Transparency Act: Key Details and Comparisons to the CTA
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