On March 2, 2025, the Treasury Department announced that it would no longer enforce the Beneficial Ownership Information (BOI) reporting requirement of the Corporate Transparency Act against U.S. citizens, U.S. domestic reporting companies, or their beneficial owners. Treasury also signaled that it would propose rule changes narrowing the scope of the requirement to foreign reporting companies only.

Later in March, FinCEN issued an interim final rule implementing that policy. The rule:

  • Redefines “reporting company” to mean only entities formed under the law of a foreign country and registered to do business in any U.S. state or tribal jurisdiction.
  • Exempts U.S.-formed companies entirely from the BOI reporting requirement.
  • Exempts U.S. persons from being required to provide their information as beneficial owners, even if they are beneficial owners of a foreign reporting company.

Practically, this brings the CTA reporting regime down to a small fraction of the entities it originally covered. The vast majority of small businesses in the United States — the LLCs, corporations, and partnerships our clients run — are now outside the rule.

How this happened.

The CTA had been a moving target for months. The original December 31, 2024 deadline was suspended by the December 2024 nationwide injunction. The Fifth Circuit then reinstated the requirement in late December, only for separate appellate orders and the underlying litigation to keep changing the picture week by week. The Treasury Department’s March announcement, followed by the FinCEN interim final rule, effectively closed out the controversy by removing U.S. domestic companies from the reporting regime entirely.

From a small-business compliance perspective, the bottom line is straightforward: if your business is formed in a U.S. state or tribal jurisdiction, you no longer have a BOI filing obligation under the current rule. If your business is foreign-formed and registered to do business in the U.S., you still do (with U.S.-person beneficial owners exempt from the personal-information disclosure piece).

What clients should do.

For most clients: nothing. The change is a simplification, not a new compliance burden.

For clients who already filed BOI reports under prior versions of the rule: those filings remain in FinCEN’s database. The interim final rule did not require or provide for deletion of prior filings, though Treasury has signaled that it intends to handle the data appropriately.

For clients with cross-border business structures — foreign-formed entities operating in the U.S., or U.S. clients with stakes in foreign-formed reporting companies — the rule still applies. We recommend a structural review for any client with international entities to confirm where the lines fall.

Will this stick?

The interim final rule is exactly that — interim. Treasury has invited comment and may finalize a different version. There is also some prospect that Congress could act to clarify the law on either direction. For now, the practical answer is what the regulation says: U.S. domestic companies are exempt.

One implication worth noting: the back-and-forth around the CTA is a small but useful reminder that compliance regimes can change rapidly. We try to keep our small business clients informed without inducing whiplash. The CTA episode was unusually turbulent; the underlying advice — protect your business with the right contracts, keep a clean entity structure, and document your operations — is steady regardless of what FinCEN does next.

Quick FAQ.

Do I have to file BOI under the current rule? If your company is formed in a U.S. state or tribal jurisdiction — no. If it’s formed under the law of a foreign country and registered in the U.S., usually yes (with U.S. persons exempt from providing their personal information as beneficial owners).

What if I already filed? Your filing remains in FinCEN’s database. No action is required to “unfile.”

I’m forming a new LLC. Do I need to file? If it’s a U.S. domestic LLC, the current interim final rule exempts it. We confirm this in writing for clients we form new entities for.

Could the rule change again? Possibly. Treasury called the rule “interim final” and invited comment. We monitor and update clients if the regime shifts. Reach out if you have specific concerns or a structure that may be affected.

What about state-level disclosure laws? A handful of states (notably New York’s LLC Transparency Act and similar laws elsewhere) have separate beneficial-ownership disclosure regimes. The federal CTA rewrite doesn’t affect state-level obligations. Our small business team can review your specific exposure.