CLIENT ALERT: Corporate Transparency Act Now Restricted to Foreign Companies

U.S. Companies and U.S. Persons No Longer Required to Report Beneficial Ownership Information

On March 21, 2025, the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) announced a major revision to the definition of “reporting company” under the rules governing the Corporate Transparency Act (“CTA”). Under a new interim final rule issued by the agency, only foreign entities registered to do business in a U.S. state or Tribal jurisdiction, and who are not otherwise exempt, are required to file beneficial ownership information (“BOI”) reports. Foreign entities are not, however, required to report U.S. persons as beneficial owners.

Companies created in the U.S. – including those formed in Colorado – are no longer required to file BOI reports.  

You can read FinCEN’s announcement here:

FinCEN Announcement.pdf

Download PDF • 318KB

FinCEN also published a related alert on its website:

FinCEN Alert.pdf

Download PDF • 480KB

FinCEN’s March 21, 2025 rule change follows a March 2, 2025 announcement by the Treasury Department which stated that it will not enforce penalties or fines under existing CTA filing deadlines pending the agency’s adoption of new rules narrowing the scope of the CTA to foreign reporting companies only.

Epic uncertainty will likely play on. FinCEN’s narrow new administrative rule could be challenged in court as inconsistent with the CTA’s express language covering domestic reporting companies. The CTA already faces numerous constitutional challenges in federal court.

For background, helpful reference materials, and future alerts concerning the law and its enforcement, refer to FinCEN’s official CTA website at https://fincen.gov/boi.