The US Department of the Treasury has issued its interim final rule removing the requirement for domestic companies and US persons to report beneficial ownership information under the Corporate Transparency Act.
As announced on 2 March 2025, the reporting obligation now applies only to foreign entities registered to do business in the US. Domestic companies and persons are permanently exempt. The list of exempted entities includes any entity that is either 'a corporation, limited liability company, or other entity, or created by the filing of a document with a legal office.
Foreign entities must file their beneficial ownership reports within 30 days of publication of the interim rule. However, these foreign entities will not be required to report any US persons as beneficial owners and US persons will not be required to report their beneficial ownership of any such entity. Foreign reporting companies whose only beneficial owners are US persons will be exempt from the requirement to report any beneficial owners.
Foreign pooled investment vehicles will also be exempted from having to report the beneficial ownership of US persons who exercise substantial control over the entity. If more than one individual exercises substantial control over the entity and at least one of those individuals is not a US person, the entity must report the individual who is not a US person who has the greatest authority over the strategic management of the entity. If there is no individual with substantial control who is not a US person, the foreign pooled investment vehicle is not required to report any beneficial owners.
Reporting companies registered to do business in the US on or after the date of publication of the rule have 30 calendar days to file an initial report after receiving notice that their registration is effective.
The 30-day deadline is likely to be calculated from the date of formal gazetting of the rule in the US Federal Register, which has not yet happened. Although the deadline is not known for certain, it cannot be earlier than 20 April 2025, which is 30 days from the publication of the treasury announcement on 21 March.
The Financial Crimes Enforcement Network (FinCEN) will allow up to 60 days for parties to submit comments on this interim final rule and intends to finalise it this year.
The treasury says its deliberations take into account the views of the Financial Action Task Force (FATF), which has recommended that all its member jurisdictions collect beneficial ownership information from all legal entities.
The treasury notes that the majority of the cases analysed by FATF that included shell companies included a corporation located in a foreign jurisdiction. 'Foreign companies registered to do business in the US therefore pose a heightened risk to US national security...[the treasury] is therefore continuing to require foreign reporting companies to report their beneficial ownership, except with respect to US person beneficial owners.
Sources：【2025/03/24 FinCEN】