As mentioned in our update on March 12, 2025, the Financial Crimes Enforcement Network (FinCEN) was expected to issue a ruling removing this filing requirement for U.S. entities.
Indeed, such a ruling was issued to this effect.
Going forward, the only entities required to file this report are foreign (that is, non-U.S.) entities that have registered to do business in any U.S. state by the filing of a document with the secretary of state or similar office. Foreign companies required to file that meet this registration criterion before March 26, 2025 must file their report by April 25, 2025. Foreign companies required to file that met this registration criterion on or after March 26, 2025 must file their report within 30 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice, such as through a publicly accessible registry, that the reporting company has been registered to do business.
The U.S. Treasury Department has indicated that it will not enforce any penalties related to this requirement.
GG Observations
Canadian companies that do business in the U.S. should consider whether they meet the registration criterion and need to file a Beneficial Ownership Information Report. Please contact us should you have any questions or concerns.
