Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (“FinCEN”), as of March 21, 2025, has issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to continuously report certain “beneficial ownership information” (“BOI”) to FinCEN under the Corporate Transparency Act (the “CTA”).
In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State by the filing of a document with a secretary of state (formerly known as “foreign reporting companies”). Private fund advisers and the private funds they advise would typically not be considered foreign reporting companies under the CTA.
Key Takeaway: Based on the above interim final rule, the vast majority of private fund advisers and private funds are not required to report BOI to FinCEN.
Riveles Wahab LLP (“RW”) will continue to monitor developments related to the CTA.
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