US Corporate Transparency Act Resources

Rules implementing the US Corporate Transparency Act (CTA) originally mandated that millions of businesses, including businesses formed in the United States, file beneficial ownership information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Department of the Treasury.

On March 21, 2025, following a series of court orders that had delayed enforcement of the CTA and a March 2, 2025, announcement from the Treasury Department that it would not be enforcing penalties or fines against US citizens or domestic reporting companies for failure to report, FinCEN announced a new interim final rule that substantially revises the BOI reporting requirements to apply to non-US companies and individuals only. The interim final rule became effective upon publication in the Federal Register on March 26, 2025.

Under the new interim final rule:

  • US domestic companies and US persons no longer need to report BOI under the CTA.
  • “Reporting company” under the new rule means only entities formed under the laws of a foreign country 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.
  • Foreign reporting companies are not required to report any US persons as beneficial owners.
  • Foreign reporting companies registered to do business in the United States before March 26, 2025 (the date of publication of the interim final rule in the Federal Register) are required to file BOI reports no later than April 25, 2025.
  • Foreign reporting companies registered to do business in the United States on or after March 26, 2025, have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

Pursuant to the interim final rule, US domestic reporting companies and US persons are no longer subject to BOI reporting obligations under the CTA. Foreign reporting companies who are or will be registered to do business in the US should review the interim final rule and be prepared to file a BOI report within the newly announced deadlines.

Below are informational resources intended to help clients and companies follow the CTA. Your review or use of these resources is subject to our legal notices.

Last updated: March 27, 2025

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Resources from FinCEN

This communication and any related article, webinar or presentation provides general information about the CTA. These communications do not constitute legal advice, and we encourage you to consult with an attorney for advice tailored to your specific situation.

Please note that Cooley provides advice related to CTA compliance only to current clients of the firm – and only when we are expressly asked and agree to do so in writing.

These communications do not create an attorney-client relationship between Cooley and you or your company, or create any duties to provide advice with respect to the CTA. Cooley is not responsible for updating you or your company about developments regarding the CTA, including with regard to ongoing litigation challenging the CTA.