Corporate Transparency Act Requirements Eliminated for U.S. Companies and U.S. Persons

Beneficial ownership information (“BOI”) reporting requirements have been removed for U.S. companies and U.S. persons, effective immediately. On March 26, 2025, Treasury’s Financial Crimes Enforcement Network (“FinCEN”) published an Interim Final Rule (“IFR”) removing regulatory requirements for U.S. companies and persons under the Corporate Transparency Act (“CTA”). FinCEN (1) revised the definition of “reporting company” to remove domestic reporting companies,¹ and (2) also added a new exemption for domestic entities. The IFR also exempts foreign reporting companies from the requirement to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company. Additionally, foreign pooled investment vehicles need only report the non-U.S. person who exercises the greatest substantial control over the entity, if one exists. The IFR does not address any changes to access to previously-filed BOI reports.

Now, only foreign reporting companies are required to file BOI reports under the CTA. Foreign companies registered to do business in a U.S. state prior to the publication of the IFR have 30 days from the IFR publication date, or until April 25, 2025, to file an initial BOI report or update or correct previously-filed reports. Foreign reporting companies registered to do business in a U.S. state on or after the IFR publication date have 30 calendar days after receiving notice that their registration is effective to file an initial BOI report. Updates and corrections to filed BOI reports will continue to be required within 30 calendar days.

There is a 60-day public comment period on the IFR, and FinCEN intends to finalize the rule in 2025. Meanwhile, the Fifth Circuit Court of Appeals has ordered supplemental briefing in Texas Top Cop Shop, Inc., et al. v. Bondi,² and has announced its intention to reschedule the April 1, 2025, oral argument in that appeal.

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O’Melveny & Myers will continue to provide updates as circumstances evolve. We can help with any questions you may have about the CTA. Feel free to contact our team of experts.

¹ Defined as (1) a corporation, limited liability company, or other entity that is (2) created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe. See 31 C.F.R. 1010.380(c)(i).
² Texas Top Cop Shop, Inc. v. Garland, et. al., No. 24-40792, 2024 WL 5203138 (5th Cir. Dec. 23, 2024); Texas Top Cop Shop, Inc., et al. v. Bondi, et. al., E.D. Tex., Case No. 4:24-cv-00478-ALM; 24-40792.

This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes. It is not a full analysis of the matters presented, may not be relied upon as legal advice, and does not purport to represent the views of our clients or the Firm. Tracie Ingrasin, an O'Melveny partner licensed to practice law in New York; AnnaLou Tirol, an O'Melveny partner licensed to practice law in California and the District of Columbia; Wenting Yu, an O'Melveny partner licensed to practice law in California and New York; Martin Mayo, an O'Melveny counsel licensed to practice law in California; and Connor Corbitt, an O'Melveny associate licensed to practice law in Texas, contributed to the content of this newsletter. The views expressed in this newsletter are the views of the authors except as otherwise noted.

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