A wave of legislative and regulatory changes to US corporate law took effect in early 2025. For international companies operating through a Delaware LLC (a limited liability company formed under Delaware state law), a US subsidiary. Alternatively. A publicly registered entity subject to SEC (Securities and Exchange Commission) oversight, the consequences of inaction are concrete and immediate. Deadlines have already passed for some categories of entity. Others face compliance windows measured in weeks, not months.
The 2025 corporate law reforms in the United States introduced new beneficial ownership reporting obligations, updated standards for articles of association and shareholder resolution procedures, and tightened requirements around registered office maintenance for foreign-owned entities. Companies with US operations must assess their exposure by the deadlines applicable to their entity type. failure to comply triggers civil penalties and. In certain cases, restrictions on operating authority before US federal courts including the US District Court system.
This alert summarises the key changes, identifies which business categories are affected, and sets out the immediate actions international companies should take now.
What changed and when it took effect
The most significant development is the phased implementation of enhanced beneficial ownership disclosure rules under federal corporate legislation. These rules require that any company formed or registered to do business in the United States. including foreign companies with a registered office or branch. report the identity of individuals who exercise ultimate control or hold a defined ownership threshold.
The reporting obligation applies at the moment of company registration for entities formed on or after January 1, 2025. For entities already in existence before that date, a transitional deadline applied. That transitional window has now closed for the majority of entity types.
Separately, state-level reforms – most notably in Delaware. This hosts the majority of US holding structures used by international groups – updated default rules governing the board of directors. Shareholder resolution processes. Additionally, the amendment of articles of association. These changes alter how decisions are validated, how minority shareholder protections apply, and what constitutes adequate notice for corporate actions.
The SEC also issued updated guidance affecting foreign private issuers and dual-listed companies. That guidance clarifies disclosure obligations relating to corporate governance changes and beneficial ownership at the group level. International groups with US-listed entities must treat the guidance as binding from the date of publication. Engaging a corporate law specialist in the United States at this stage is essential to map which reforms apply to each entity in a group structure.
Which companies are affected and what the thresholds are
The reforms affect a broad range of entity types. The following categories face the most immediate compliance exposure.
- Foreign-owned US subsidiaries – any entity where an individual or foreign parent holds a controlling interest and the entity was formed under US state law, including a Delaware LLC or corporation.
- Foreign companies with a US registered office – entities registered to conduct business in one or more US states without a separately incorporated subsidiary.
- US holding companies within international group structures – particularly where the chain of ownership passes through non-US intermediaries.
- Foreign private issuers listed on US exchanges – subject to both SEC disclosure requirements and the updated state-level corporate governance standards of their state of incorporation.
The threshold for the beneficial ownership reporting obligation is set by reference to ownership percentage and degree of control. Entities that fall below the threshold are not exempt from state-level corporate governance reforms. Those reforms apply regardless of size or ownership concentration.
Companies that rely on JAMS (Judicial Arbitration and Mediation Services) or AAA arbitration (American Arbitration Association) clauses in their commercial contracts should also review whether updated procedural rules. Effective from January 2025, affect their dispute resolution provisions. Several standard arbitration clauses referencing earlier rule versions may now require amendment to remain enforceable.
To assess how the new M&A disclosure rules interact with these corporate governance changes, our analysis of mergers and acquisitions in the United States sets out the implications for transaction structures.
For an expert assessment of your company's specific exposure under the 2025 US corporate law reforms, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The following steps should be treated as urgent. Each addresses a distinct strand of the 2025 reforms and carries its own deadline or consequence for delay.
1. Audit all US entities for beneficial ownership reporting status. Identify every entity in the group that was formed or registered in the United States. Confirm whether a beneficial ownership report has been filed, is overdue, or falls within the transitional period. An overdue report must be submitted immediately to limit penalty exposure.
2. Review articles of association against updated state defaults. The Delaware reform changes default provisions that apply when a company's articles of association are silent. If your entity's constitutional documents were drafted before 2025 and have not been reviewed since. The new defaults may now govern matters you intended to address differently. including shareholder resolution thresholds and board of directors appointment procedures.
3. Confirm registered office compliance. Several states have introduced new requirements for the registered office of foreign-owned entities. Verify that your registered agent and registered office details are current and that the registered agent is authorised to accept service of process in proceedings before the US District Court in the relevant jurisdiction.
4. Update arbitration and dispute resolution clauses. If your contracts with US counterparties reference JAMS or AAA arbitration rules, check the version referenced against the rules currently in force. Outdated rule references can create procedural uncertainty at the outset of a dispute.
5. Review SEC obligations for listed or dual-listed entities. Foreign private issuers should confirm that their governance disclosures reflect the updated SEC guidance. This includes disclosures relating to beneficial ownership at the parent level and any changes to the composition of the board of directors since the last annual report.
International companies operating across the Americas may also wish to review our alert on corporate law reforms in Brazil, where parallel changes to beneficial ownership disclosure are creating comparable compliance pressure for cross-border groups.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law practice supports international entrepreneurs, institutional investors, and in-house legal teams managing US corporate law compliance, company registration, and cross-border restructuring matters. The firm's attorneys have advised on corporate governance and dispute resolution matters across both civil law and common law systems, including proceedings before federal courts and in AAA and JAMS arbitration. Our Lisbon base provides direct access to EU regulatory systems, while our common law expertise supports enforcement and arbitration strategies in US jurisdictions. As a law firm with deep knowledge of the United States corporate environment, we help international groups build effective compliance strategies without delay. To discuss your company's position under the 2025 US corporate law reforms, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.