US companies are no longer required to report beneficial ownership information under the US Corporate Transparency Act!

Effective 26 March 2025, the Financial Crimes Enforcement Network of the US Department of Treasury (FinCEN) has adopted an interim final rule that eliminates the requirement for US companies (which includes US-formed subsidiary entities of UK companies) and US persons to report beneficial ownership information (BOI) to FinCEN under the US Corporate Transparency Act (CTA), including updating or correcting previously filed BOI reports. FinCEN’s press release and related alert can be found here and here.

In the interim final rule, FinCEN has amended the regulatory definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any US State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). The final rule also exempts entities previously known as “domestic reporting companies” from the BOI reporting requirements. As a result, all entities created in the United States, including US-formed subsidiary entities of UK companies, and their beneficial owners will be exempt from the BOI reporting requirement of the CTA.

Under new deadlines, non-exempt foreign reporting companies registered to do business in the US before 21 March 2025 must file a BOI report no later than 20 April 2025. All other non-exempt foreign reporting companies registered to do business on or after 21 March 2025 will have 30 calendar days upon registering to file an initial BOI report. But these foreign entities will not be required to report any US persons as beneficial owners.

Please note that litigation challenging the constitutionality of the CTA is still pending in the US Court of Appeals of the Fifth Circuit (“Fifth Circuit”), and it remains to be seen how the Fifth Circuit will rule on the CTA and its enforceability. MBM will continue to monitor events and provide updates of relevance.