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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 8 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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On <a href="https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us">March 21, 2025</a>, the Financial Crimes Enforcement Network (FinCEN) issued an <a href="https://www.fincen.gov/sites/default/files/federal_register_notices/2025-03-21/CTAIFR3-21-25-FINAL508.pdf">interim final rule</a> eliminating the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA), as previewed in its March 2, 2025 <a href="https://home.treasury.gov/news/press-releases/sb0038">press release</a>.

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The interim final rule narrows the definition of a “reporting company” to include only entities formed in a foreign country and qualified to do business in a U.S. state. As a result, only entities classified as “foreign reporting companies” under the CTA must comply with BOI filing requirements. Additionally, foreign reporting companies are no longer required to file BOI with respect to any U.S. person who qualifies as a “beneficial owner,” defined as a person who exercises substantial control over the company or owns or controls at least 25% of the reporting company.

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FinCEN is also granting foreign reporting companies an additional 30 days to file, extending the new deadline to April 20, 2025. BOI reports can be submitted <a href="https://boiefiling.fincen.gov/fileboir">here</a>. FinCEN is currently accepting comments on the interim final rule and intends to finalize it later this year.

Despite this development, it is very important to note that CTA filing obligations are statutory. The CTA remains federal law, and U.S. citizens and domestic reporting companies are still required to file. FinCEN has simply indicated by its regulatory changes that it will not enforce the law against these groups at this time. Meanwhile, Congress is considering several bills that could amend or repeal the CTA, including <a href="https://www.congress.gov/bill/119th-congress/house-bill/736/text?s=1&amp;r=13">H.R. 736</a>, the “Protect Small Businesses from Excessive Paperwork Act of 2025,” which would extend the filing deadline for most reporting companies to January 1, 2026, and <a href="https://www.congress.gov/bill/119th-congress/senate-bill/100/all-info">S.100</a>, the “Repealing Big Brother Overreach Act.” We will continue to monitor and provide updates as this situation evolves.

<em>This advisory bulletin may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgment of its source and copyright. This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel. </em>

<em>This document may be considered attorney advertising in some jurisdictions.</em>

https://admin.thompsonhine.com/wp-content/uploads/2025/03/FinCEN-Scales-Back-Corporate-Transparency-Act-Interim-Final-Rule-Issued.pdf

FinCEN Scales Back Corporate Transparency Act: Interim Final Rule Issued

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