On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that significantly narrowed federal beneficial ownership reporting under the Corporate Transparency Act (CTA). As a result, under the interim final rule, U.S.-formed entities and U.S. persons are no longer required to report beneficial ownership information to FinCEN, though this rule remains subject to potential legal challenges, further rulemaking, or legislative changes. Federal obligations now apply to certain foreign entities registered to do business in the United States, with new deadlines for filing.
Foreign entities are companies formed under the laws of another country that have registered to conduct business in a U.S. state or Tribal jurisdiction by filing formation, qualification, or similar documents with the relevant state office. Under FinCEN’s revised rule, these entities must report their beneficial owners, but they are not required to include U.S. persons, and U.S. persons have no reporting obligation for these entities. Foreign entities that remain subject to the CTA must file within 30 days of registration or, for existing registrants, 30 days from the publication of the rule.
While federal obligations have narrowed, state-level rules are expanding, and companies operating across multiple jurisdictions must be aware of both current and pending requirements.
New York: Moving Forward with Transparency
The New York LLC Transparency Act (NYLTA) has passed and will take effect January 1, 2026. [Note: As of December 18, 2025, readers should verify the current status and any amendments to this legislation.] Once in force, both domestic and foreign LLCs formed or registered to do business in New York must submit beneficial ownership information to the Department of State with formation, qualification, or amendment filings, and update that information whenever ownership changes.
LLCs must submit either a Beneficial Ownership Disclosure or an Exemption Attestation if they qualify under the CTA exemptions. LLCs formed or registered before January 1, 2026 must file their initial report by December 31, 2026, while LLCs formed or registered on or after January 1, 2026 must file within 30 days of formation or registration. The Department of State will maintain a public-facing database listing non-exempt beneficial owners, though certain privacy exemptions or waivers may be available for individuals citing significant privacy or safety concerns, subject to specific criteria and approval processes established by the Department. For U.S.-formed LLCs, New York’s law now represents the primary compliance obligation in the state.
Other States Taking Action
Other states are also taking steps to strengthen transparency. In Washington, D.C., LLCs and corporations must report beneficial owners who hold more than 10% ownership interest in the company or exercise substantial control over operations or finances. This information is included in formation documents and updated in biennial reports, with Articles of Amendment required for ownership changes between filings.
Massachusetts has proposed House Bill 3566, which would require both domestic and foreign LLCs and corporations to report beneficial owners to the Secretary of the Commonwealth. The bill allows businesses to submit a copy of a federal BOI filing to meet state requirements, if applicable.
South Dakota enacted House Bill 1189, which obligates entities holding agricultural land to disclose any foreign beneficial owners in annual filings. While limited in scope, this law reflects the state’s targeted interest in ownership transparency.
California has introduced several bills expanding state-level reporting. Senate Bill 738 would require foreign corporations and LLCs to report individuals owning at least 50% of the company in qualification filings. Senate Bill 594 would require domestic and foreign entities to report owners who exercise substantial control or hold at least 25% of equity in periodic Statements of Information. In both cases, reported information would be publicly accessible.
Maryland has proposed Senate Bill 954, which, if passed, would require reporting companies to disclose beneficial ownership at the state level in addition to any federal filings. The bill is still under committee review.
What This Means for Businesses
Even though domestic entities are no longer subject to federal reporting, state-level compliance has become the priority. Foreign entities continue to face both federal and state requirements, creating a complex landscape for companies operating across multiple jurisdictions. Businesses should consult with qualified legal counsel to review their specific ownership structures, applicable exemptions, and filing obligations to ensure full compliance and avoid potential penalties, which may include civil and criminal sanctions.
DISCLAIMER: This article is provided for informational purposes only and does not constitute legal advice. The information contained herein may not reflect the most current legal developments and may become outdated. Readers should not act upon this information without seeking professional legal counsel tailored to their specific circumstances. The author and Messas Law make no representations or warranties regarding the accuracy, completeness, or timeliness of the information provided.