Country-specific guidance Current

US Corporate Transparency Act beneficial ownership reporting, current status

This rule changed significantly in 2025 -- don't rely on older summaries of it.

The Corporate Transparency Act's beneficial ownership reporting rule changed substantially in March 2025, and a further final rule is still expected. This guide sets out the current status. It is general information, not legal or compliance advice, and this is an area to check for updates before relying on it.

Action plan

1 Know that the March 2025 interim final rule narrowed reporting to foreign companies only This is the single most important thing to get right -- most older CTA summaries are now out of date.

On 21 March 2025, FinCEN issued an interim final rule that revised the definition of "reporting company" under the Corporate Transparency Act to mean only entities formed under a foreign country's law that have registered to do business in a US state or tribal jurisdiction. Entities previously known as "domestic reporting companies" -- companies formed in the United States -- are exempted from beneficial ownership information reporting under this interim rule.

  • Treat US-formed (domestic) companies as currently exempt from BOI reporting under the interim final rule
  • Treat only foreign-formed companies registered to do business in a US state or tribal jurisdiction as currently in scope
  • Don't rely on a pre-March-2025 summary of the Corporate Transparency Act without checking this change

Done when: Your assessment of whether a client entity has a BOI reporting obligation reflects the March 2025 interim final rule, not the original broader rule

FinCEN: Beneficial Ownership Information
2 Confirm entity formation before assuming a client is exempt The exemption turns on where the entity was formed, not on how the client describes their business.

Because the current exemption applies to domestic (US-formed) reporting companies, confirm where a client entity was actually formed before assuming it has no reporting obligation. A foreign-formed entity registered to do business in a US state or tribal jurisdiction can still be a reporting company under the interim rule, even though it is not required to disclose information about its US-person beneficial owners.

  • Confirm the entity's place of formation before concluding it is exempt
  • Treat a foreign-formed entity registered to do business in the US as potentially still in scope
  • Note that a foreign reporting company is not required to disclose its US-person beneficial owners under the interim rule

Done when: A client entity's exemption status was confirmed against its actual place of formation, not assumed

3 Treat this as a live compliance question, not a settled one A further final rule is expected -- build a recheck into your process rather than treating today's answer as permanent.

The March 2025 rule is an interim final rule, and a further final rule affecting these requirements is still expected. Build a periodic recheck of each affected client's BOI reporting status into your process, rather than treating a single assessment as good indefinitely.

  • Record the date any BOI reporting assessment was made for a client entity
  • Recheck FinCEN's current guidance before relying on an assessment made more than a few months earlier
  • Flag CTA-affected clients for review whenever FinCEN publishes further rulemaking

Done when: A recheck cadence for BOI reporting status is in place for affected client entities

FinCEN: Beneficial Ownership Information