In the latest turn of the legislative merry-go-round of the Corporate Transparency Act (CTA) and the Beneficial Ownership Information (BOI) report, requiring businesses to identify their key stakeholders and executives, US companies are now exempt from filing the report. At least for now.
Since it was first announced in February 2023, the law has been paused, reinstated, halted again, and reinstituted, with a flurry of legal challenges, injunctions, and changes.
On Friday, March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued its oxymoronic interim final rule, by which U.S. companies are now exempt from filing the BOI.
The companies that are still required to file the report are foreign-based businesses that are “formed under the law of a foreign country and that 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."
Note that such foreign companies do not need to include in their BOI report any U.S. citizens and residents (including illegal residents, interestingly), as well as corporations, partnerships, or LLCs created or organized in the US or under the laws of the US (e.g., a US business that's a stakeholder in a foreign business).
Also exempt are foreign companies that are publicly traded and companies that are considered to be large operating companies under the Rule.
Given the tumultuous history of the law, it's possible that more changes will be made before things become final. As always, we'll keep you updated on any developments.
For any questions or assistance, contact us.
Katherin Valdez-Lazo is an associate in Vishnick McGovern Milizio LLP’s Business and Transactional Law practice group, including the Mergers and Acquisitions and Commercial Real Estate practices. She can be reached at kvaldez-lazo@vmmlegal.com and 516.437.4385 x143.
