On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule, the “New Reporting Rule,” that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA).[1] The New Reporting Rule means that only certain companies, namely those formed under the law of a foreign country and registered to do business in the United States, must file BOI with FinCEN, and even then must only disclose information regarding their non-U.S. beneficial owners.  The New Reporting Rule also imposes new deadlines for such foreign companies to file their BOI.  FINCEN is also soliciting comments from the public on a permanent rule that the agency intends to adopt later this year.~~Non-U.S. Entities that may be subject to the CTA under the New Reporting Rule should consult with their CTA advisors as necessary.~~In 2022, FinCEN issued a rule implementing the CTA (the “Prior Rule”).  After months of litigation involving the Prior Rule and extensions of the rule’s deadlines for submission of BOI information, on March 2, 2025 the Department of the Treasury announced that it would amend the Prior Rule to limit the scope of companies which must submit BOI.[2]  The New Reporting Rule announced on March 21, 2025 is an interim final rule consistent with that objective, clarifying the scope of the reporting obligation and setting new deadlines for companies that must still report.~~The New Reporting Rule reflects the change in presidential administrations, and states that the Trump Administration, following its broader deregulatory approach, considers the burdens imposed by the Prior Rule on domestic businesses too onerous to justify the benefits.  According to the New Reporting Rule, foreign reporting companies, on the other hand, present heightened national security and illicit finance risks, such that requiring them to report outweighs the associated burdens.~~Under the New Reporting Rule, the definition of a “reporting company” that must provide its BOI has been narrowed to include only entities that were previously defined as “foreign reporting companies” under the Prior Rule—i.e., “a corporation, limited liability company, or other entity” which is “[f]ormed under the law of a foreign country” and “[r]egistered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of that State or Indian tribe.” Companies that previously qualified as “domestic reporting companies” (regardless of where their beneficial owners were located) are no longer encompassed in the term.  Additionally, entities that continue to qualify as “reporting companies” need not report any U.S. person who is a “beneficial owner”[3] of such a company, but should submit BOI reports with respect to its non-U.S. beneficial owners.  The New Reporting Rule states that if a reporting company only has beneficial owners that are U.S. persons, then the company is exempt from reporting BOI.  The New Reporting Rule also creates a special exemption for “foreign pooled investment vehicles”: if such an entity meets the regulatory definition of a reporting company but is operated or advised by a bank, credit union, broker or dealer in securities, investment company or investment adviser, or venture capital fund adviser, (as each is defined in the Prior Rule), it need only provide the beneficial ownership information for a person who exercises “substantial control”[4] over the entity if that individual is not a U.S. person. While not explicitly stated in the interim final rule, the implication is that foreign pooled investment vehicles (e.g. a limited partnership formed in the Cayman islands which is registered in a U.S. state) which are substantially controlled by U.S. persons do not need to report any BOI, including with respect to their non-U.S. beneficial owners.~~For any foreign reporting company subject to the requirement to file BOI information, the New Reporting Rule lays out the following deadlines:~~Any party interested in filing comments regarding the New Reporting Rule must do so on or before May 25, 2025.  Parties should comment on any issue they wish related to the New Reporting Rule.  Robust participation in the public comment period will be important to shaping the contours of a permanent, final rule, and will provide an opportunity for interested companies and their trade associations to preserve potential legal challenges to the final reporting rule.~~Additionally, the Department of Justice is still defending the constitutionality of the CTA in litigation.  That litigation may be affected by the New Reporting Rule, and any court decisions could further affect the scope of the requirement for certain businesses to file BOI.~~As drafted, the New Reporting Rule suggests that U.S.-based companies, even if fully controlled by non-U.S. persons, do not need to report BOI information to FinCEN. The New Reporting Rule also does not address what the penalty might be under the New Reporting Rule if an entity is formed outside of the laws of the United States and is required, per the laws of any U.S. State, to be registered with such State, but fails to do so.~~For additional background information, please refer to our Client Alerts issued on December 5 , December 9 , December 16 , December 24 , and December 27 , 2024, January 24 , 2025 February 19 , February 28 , and March 3 , 2025.~~[1]   FinCEN also issued a short press release about the Reporting Rule.  https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us.~~[2]  https://www.gibsondunn.com/cta-update-department-of-the-treasury-announces-suspension-of-enforcement-of-corporate-transparency-act-against-us-citizens-and-domestic-reporting-companies/.  For the history of the litigation and Gibson Dunn’s prior client alerts, please see Gibson Dunn’s Corporate Transparency Act Resource Center: Insights and Updates, https://www.gibsondunn.com/corporate-transparency-act-resource-center-insights-and-updates/.~~[3]  The New Reporting Rule does not disturb the Prior Rule’s definition of beneficial owner, which continues to be defined as “any individual who, directly or indirectly, either exercises substantial control over such reporting company or owns or controls at least 25 percent of the ownership interests of such reporting company.”~~[4]   The New Reporting Rule does not disturb the Prior Rule’s definition of substantial control, which is a multi-factor test and relates to which individuals make certain types of important decisions for the reporting company, or are deemed to by virtue of their titles.~~[5]   FinCEN has announced that the New Reporting Rule will be published in the Federal Register, which will trigger the applicable dates, on March 26, 2025.~~The following Gibson Dunn lawyers assisted in preparing this update: Kevin Bettsteller, Stephanie Brooker, Matt Gregory, Justin Newman, Dave Ware, Shannon Errico, Sam Raymond, and Connor Mui.~~Gibson Dunn has deep experience with issues relating to the Bank Secrecy Act, the Corporate Transparency Act, other AML and sanctions laws and regulations, and challenges to Congressional statutes and administrative regulations.~~For assistance navigating white collar or regulatory enforcement issues, please contact the authors, the Gibson Dunn lawyer with whom you usually work, or any leader or member of the firm’s Anti-Money Laundering, Administrative Law & Regulatory, Investment Funds, Real Estate, or White Collar Defense & Investigations practice groups.~~Please also feel free to contact any of the following practice group leaders and members and key CTA contacts:~~Anti-Money Laundering: Stephanie Brooker – Washington, D.C. (+1 202.887.3502, sbrooker@gibsondunn.com) M. Kendall Day – Washington, D.C. (+1 202.955.8220, kday@gibsondunn.com) David Ware – Washington, D.C. (+1 202.887.3652, dware@gibsondunn.com) Ella Capone – Washington, D.C. (+1 202.887.3511, ecapone@gibsondunn.com) Sam Raymond – New York (+1 212.351.2499, sraymond@gibsondunn.com)~~Administrative Law and Regulatory: Stuart F. Delery – Washington, D.C. (+1 202.955.8515, sdelery@gibsondunn.com) Eugene Scalia – Washington, D.C. (+1 202.955.8673, dforrester@gibsondunn.com) Helgi C. Walker – Washington, D.C. (+1 202.887.3599, hwalker@gibsondunn.com) Matt Gregory – Washington, D.C. (+1 202.887.3635, mgregory@gibsondunn.com)~~Investment Funds: Kevin Bettsteller – Los Angeles (+1 310.552.8566, kbettsteller@gibsondunn.com) Shannon Errico – New York (+1 212.351.2448, serrico@gibsondunn.com) Greg Merz – Washington, D.C. (+1 202.887.3637, gmerz@gibsondunn.com)~~Real Estate: Eric M. Feuerstein – New York (+1 212.351.2323, efeuerstein@gibsondunn.com) Jesse Sharf – Los Angeles (+1 310.552.8512, jsharf@gibsondunn.com) Lesley V. Davis – Orange County (+1 949.451.3848, ldavis@gibsondunn.com) Anna Korbakis – Orange County (+1 949.451.3808, akorbakis@gibsondunn.com)~~White Collar Defense and Investigations: Stephanie Brooker – Washington, D.C. (+1 202.887.3502, sbrooker@gibsondunn.com) Winston Y. Chan – San Francisco (+1 415.393.8362, wchan@gibsondunn.com) Nicola T. Hanna – Los Angeles (+1 213.229.7269, nhanna@gibsondunn.com) F. Joseph Warin – Washington, D.C. (+1 202.887.3609, fwarin@gibsondunn.com)~~© 2025 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~