Corporate Transparency Act 2025 Update: BOI Filing for Foreign Entities Only

Published: May 2025

As of March 2025, the Corporate Transparency Act (CTA) has undergone a significant policy shift: at this time, U.S. companies are no longer required to file Beneficial Ownership Information (BOI). However, foreign entities doing business in the U.S. are still subject to these requirements.

What’s Changing in 2025?

In a dramatic reversal, the U.S. Treasury Department ceased enforcement of BOI reporting penalties for U.S.-based entities beginning March 2, 2025. This change was formally codified by the Financial Crimes Enforcement Network (FinCEN) through an interim final rule issued on March 21, 2025, redefining a “reporting company” to exclude domestic entities.

Foreign Entity Filing Deadlines

• Registered before March 26, 2025: Must have filed BOI by April 25, 2025.
• Registering on or after March 26, 2025: Must file within 30 calendar days of registration becoming effective.

Why the Change?

The CTA was originally designed to curb illicit financial activity by increasing ownership transparency. However, legal challenges and pushback from small business groups prompted a change in scope—leaving foreign entities as the primary target for federal transparency rules.

State-Level Transparency: California and New York

Even as federal enforcement eases, states are tightening their own rules:

• California: Reportedly developing a “mini-CTA” that may make BOI publicly accessible.
• New York: Has passed its own transparency regime, set to take effect in January 2026.

Conclusion

Foreign companies operating in the U.S. must stay vigilant. While domestic entities are off the hook—for now—foreign entities face strict deadlines and evolving compliance requirements. .

Need help navigating U.S. reporting obligations? Our legal team can assist with BOI filing, CTA compliance, and cross-jurisdictional registration strategies.

Disclaimer: This article is for informational purposes only and does not constitute legal advice or establish an attorney-client relationship. For personalized legal guidance, consult a qualified attorney.