On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued a major update to the Corporate Transparency Act (CTA), which changes who needs to report their beneficial owners to the U.S. government.
What’s the Big Change?
Only certain foreign companies now have to report.
If your company was created in the United States, you’re officially off the hook — you no longer need to file beneficial ownership information (BOI) reports with FinCEN.
FinCEN now defines a “reporting company” as:
- An entity formed under foreign law, and
- Registered to do business in a U.S. state by filing with a Secretary of State (or similar office)
In other words: only foreign companies that are doing business in the U.S. and don’t qualify for an exemption must still report.
Do U.S. Citizens and Residents Still Need to Be Reported?
This part is a bit tricky. Here’s the deal:
- If you’re a U.S. citizen or resident and you own a U.S. company, you no longer have to report anything under the CTA.
- If you’re a U.S. person who owns part of a foreign company that still has to report, you do still have to be listed in that company’s BOI filing.
So: U.S. persons are not totally exempt, but they are excluded if their company doesn’t have to file anymore.
Who Must Still File?
You must file if:
- Your company was created in a foreign country and
- It’s registered to do business in the U.S. through a formal filing and
- It doesn’t fall under one of the 23 listed exemptions
New Deadlines
- If your foreign company was already registered in the U.S. before March 26, 2025, you have until April 25, 2025 to file.
- If it registers on or after March 26, 2025, you have 30 days from the registration date to file.
Need Help Navigating the Update?
While this rule simplifies things for many, it’s still essential to know whether your company qualifies for the exemption — especially if there’s any international element to your ownership or operations.
If you're unsure whether your entity is affected, or if you're a foreign company registered in the U.S., I’d be happy to walk you through what the new rule means for you. Schedule a consultation here.
