- April 1, 2025
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Rivero, Gordimer & Company
We are closely monitoring developments regarding the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA). As these requirements continue to evolve, we will publish updates here as they become available.
FinCEN Removes BOI Reporting Requirement For U.S. Companies And Persons
March 27, 2025
The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule on March 25, 2025, eliminating the beneficial ownership information (BOI) reporting requirement for U.S. companies and persons under the Corporate Transparency Act (CTA). This significant change aligns with the Treasury Department’s recent suspension of CTA enforcement against U.S. citizens and domestic reporting companies.
Key Updates
- Redefined “Reporting Company”: Now only includes foreign entities registered to do business in the U.S.
- Domestic Entities Exempt: All U.S.-created entities and their beneficial owners are no longer required to report BOI.
- Foreign Entity Requirements: Must report BOI, but are not required to report U.S. persons as beneficial owners.
Regulatory Burden Reduction
The rule change follows Executive Order 14192, issued on January 31, 2025, which aims to reduce regulatory burdens on American citizens and businesses. With concurrence from the Attorney General and Homeland Security Secretary, the Treasury Secretary determined that domestic BOI reporting would not serve the public interest or significantly aid in combating financial crimes.
Important Note
The CTA is not part of the tax code. As such, determining beneficial ownership and assessing exemptions require legal guidance. Since we are not attorneys, Rivero, Gordimer & Company cannot provide legal determinations regarding exemption eligibility or beneficial ownership relationships. Additionally, we do not prepare BOI reporting documents.
Therefore, Rivero, Gordimer & Company does not provide assistance with CTA compliance matters. We strongly encourage businesses to consult knowledgeable advisors to ensure compliance readiness in this dynamic regulatory environment.
We will continue to provide updates to help our clients navigate these changes.
Previous CTA Updates:
Treasury Announces Suspension of BOI Enforcement for Domestic Companies
March 4, 2025
The U.S. Department of the Treasury has announced that it will not enforce BOI reporting requirements on U.S. citizens, domestic companies, or their beneficial owners under the current deadlines. This decision follows the recent reinstatement of the CTA’s BOI reporting requirements after the U.S. District Court for the Eastern District of Texas lifted an injunction on enforcement.
Key Updates on BOI Filing
- No Domestic Enforcement: As of March 2, 2025, the Treasury confirmed that it will not impose penalties or fines on U.S. citizens or domestic reporting companies for missing BOI reporting deadlines.
- Upcoming Rule Changes: Treasury plans to issue a notice of proposed rulemaking (NPRM) to limit BOI reporting requirements to foreign companies only.
- March 21, 2025, Deadline Still Stands: As of March 3, 2025, the FinCEN website continues to list March 21, 2025, as the reporting deadline for most companies. However, FinCEN has indicated plans to extend these deadlines through an interim final rule and will provide further guidance.
- Future Adjustments Possible: Treasury and FinCEN will seek public comment on potential modifications to BOI reporting requirements later in 2025.
What This Means for Businesses
Although enforcement is currently paused for U.S. businesses, companies should remain prepared for future compliance requirements. Key steps to consider include:
- Monitor Regulatory Updates: Treasury and FinCEN are expected to issue new guidance that may impact filing obligations.
- Maintain Accurate Records: Keeping beneficial ownership information up to date ensures businesses are ready for any future compliance changes.
- Consult Trusted Advisors: Businesses should work with legal and compliance professionals to stay informed on evolving BOI reporting requirements.
March 6, 2024 – New CTA Reporting Requirements
February 27, 2025 – CTA Reporting Requirements Reinstated
December 30, 2024 – Injunction Reinstated
December 24, 2024 – Filing Deadline Extended to January 13, 2025
December 16, 2024 – CTA Halted: Impact on Accounting & Compliance
