A Long-Awaited Regulatory Shift

After months of legal battles and uncertainty, U.S. businesses no longer need to file Beneficial Ownership Information (BOI) reports under the Corporate Transparency Act (CTA). As of March 21, 2025, only companies formed under foreign laws and registered to do business in the U.S. are required to report ownership details to the Financial Crimes Enforcement Network (FinCEN).

This update brings significant relief to business owners who had previously been burdened with complex reporting obligations. The CTA, which took effect on January 1, 2024, initially required a vast number of U.S. entities to file BOI reports and update them any time there was a change in ownership, management, or business details. But following multiple legal challenges questioning the law’s constitutionality, enforcement was repeatedly halted, reinstated, and ultimately suspended by the Department of the Treasury on March 2, 2025.

The final step came on March 21, 2025, when FinCEN officially revised the definition of a "reporting company," limiting BOI reporting to entities formed under foreign laws and registered to do business in the U.S.

What This Means for Your Business

With FinCEN’s final rule removing domestic entities from the reporting requirement, businesses no longer need to track and file updates for every minor change. While this marks the end of an administrative headache, staying ahead of evolving regulations remains essential—especially for those operating across multiple jurisdictions.

This regulatory shift is a prime example of how quickly compliance obligations can change. At Mayer, we make it a priority to help businesses navigate these complexities with clarity and confidence. If you have questions about how this impacts your business, our Corporate Law team is available to advise you.