If you’re running a business or involved in corporate compliance, you’ve likely been keeping an eye on the Corporate Transparency Act ("CTA") and its requirements for reporting beneficial ownership information ("BOI"). Well, here’s some news you might welcome: the Financial Crimes Enforcement Network ("FinCEN") has made a change that affects when and how companies need to comply.
For foreign reporting companies, the new rule brings a couple of important exemptions:
- Foreign companies are not required to report the BOI of U.S. persons who are beneficial owners.
- Similarly, U.S. persons are not required to provide their BOI to foreign reporting companies.
In other words, foreign companies with only U.S. person beneficial owners are entirely exempt from BOI reporting. If a foreign company has individuals with substantial control who are non-U.S. persons, those non-U.S. persons must be reported, but U.S. persons with substantial control do not need to be included.
For foreign reporting companies, the filing deadline has been extended. They now have until 30 days after the publication of this rule, which was March 26, 2025, extending the deadline to April 25, 2025, or 30 days after their registration to do business in the U.S., whichever comes later, to submit their BOI reports.
Exemption Summary:
- Domestic reporting companies and their beneficial owners: Exempt from all BOI reporting.
- Foreign reporting companies: Not required to report BOI of U.S. persons.
- Foreign companies with only U.S. person beneficial owners: Entirely exempt from BOI reporting.
- Foreign pooled investment vehicles: Exempt from reporting BOI of U.S. persons with substantial control.
