Corporate Transparency Act Update: U.S. Companies No Longer Subject to Reporting Obligations

04.08.25

As promised, FinCEN has adopted its interim final rule and narrowed the filing requirements for Beneficial Ownership Information (“BOI”) reporting under the Corporate Transparency Act (“CTA”). This rule exempts U.S. entities from BOI reporting requirements and only requires foreign reporting companies to report.

Per the interim final rule, entities previously defined as “domestic reporting companies” are exempt from filing BOI reports. A domestic reporting company is any entity that is a corporation, limited liability company, limited partnership, or other similar entity that is created by the filing of a document with a secretary of state or any similar office under the law of a state. Thus, all entities created in the U.S., along with their beneficial owners, are no longer subject to BOI reporting obligations.

Only certain companies, specifically companies formed in a foreign country and registered to do business in the United States, must report BOI to FinCEN. With that being said, U.S. persons who are beneficial owners of a foreign reporting company are exempt from being included in such company’s BOI report. Foreign reporting companies subject to the CTA’s reporting obligations must file their BOI reports to FinCEN no later than April 25, 2025.

FinCEN is accepting comments from the public on the interim final rule, and intends to adopt a final rule later this year.

Contacts:

Andrew Rosell I 817.420.8261 I arosell@winstead.com

Tave Doty I 817.420.8206 I tdoty@winstead.com

Tatum Holdaway I 512.370.2891 I tholdaway@winstead.com

Darby Strickland Fries I 214.745.5291 I dfries@winstead.com

Page Patrick I 214.745.5747 I ppatrick@winstead.com

People

  1. Andrew Rosell
  2. Tatum Holdaway

Practices

Media Inquiries

media@winstead.com

Search Tips:

You may use the wildcard symbol (*) as a root expander.  A search for "anti*" will find not only "anti", but also "anti-trust", "antique", etc.

Entering two terms together in a search field will behave as though an "OR" is being used.  For example, entering "Antique Motorcars" as a Client Name search will find results with either word in the Client Name.

Operators

AND and OR may be used in a search.  Note: they must be capitalized, e.g., "Project AND Finance." 

The + and - sign operators may be used.  The + sign indicates that the term immediately following is required, while the - sign indicates to omit results that contain that term. E.g., "+real -estate" says results must have "real" but not "estate".

To perform an exact phrase search, surround your search phrase with quotation marks.  For example, "Project Finance".

Searches are not case sensitive.

back to top