Q1 2025 Regulatory Roundup: Key Deadlines and Changes Affecting Turkish Businesses in the U.S.

The first quarter of 2025 was one of the most consequential periods for U.S. regulatory compliance in recent memory. Turkish businesses and investors operating in the United States faced a convergence of new requirements across multiple regulatory domains — from the FinCEN BOI reporting deadline to CFIUS enforcement actions to significant changes in immigration policy.

This roundup synthesizes the most important Q1 2025 developments and their implications for Turkish businesses.

The most significant corporate compliance deadline of Q1 2025 was the January 1, 2025 deadline for existing entities to file Beneficial Ownership Information (BOI) reports with FinCEN under the Corporate Transparency Act (CTA).

Status: The deadline passed. Entities that have not yet filed are in violation and should file immediately to limit penalty exposure.

Key facts:

• Entities formed before January 1, 2024 were required to file by January 1, 2025
• Entities formed in 2024 had 90 days from formation to file
• Entities formed in 2025 have 30 days from formation to file
• Updates to previously filed reports must be filed within 30 days of any change

Ongoing litigation: The CTA has faced constitutional challenges in federal courts. Several district courts issued injunctions temporarily blocking enforcement, but the legal landscape has been volatile. Turkish companies should not rely on litigation outcomes to delay compliance — file now and monitor developments.

Penalties: $500 per day (up to $10,000) for civil violations; up to 2 years imprisonment for willful violations.

The New York LLC Transparency Act (LLCTA) takes effect January 1, 2026, with a filing deadline of January 1, 2027 for existing LLCs. Q1 2025 is the time to:

• Inventory all New York LLCs
• Assess exemption eligibility
• Identify beneficial owners
• Develop compliance procedures

Turkish companies with New York LLCs should begin LLCTA compliance preparation now to avoid a last-minute rush in 2026.

Foreign-owned U.S. disregarded entities (single-member LLCs owned by foreign persons) must file IRS Form 5472 annually. The filing deadline is the same as the entity's federal income tax return deadline — typically April 15 for calendar-year entities (with extensions available).

Q1 2025 action items:

• Identify all foreign-owned U.S. disregarded entities
• Compile records of all reportable transactions between the entity and its foreign owner
• Engage U.S. tax counsel to prepare and file Form 5472

Penalties: $25,000 per year for failure to file; additional penalties for failure to maintain required records.

U.S. persons — including Turkish nationals who are U.S. permanent residents or citizens — with foreign financial accounts exceeding $10,000 in aggregate at any point during 2024 must file a Foreign Bank Account Report (FBAR) by April 15, 2025 (automatically extended to October 15, 2025).

Covered accounts: Bank accounts, brokerage accounts, mutual funds, and other financial accounts held at foreign financial institutions — including Turkish banks and investment accounts.

Penalties: Up to $10,000 per year for non-willful violations; up to the greater of $100,000 or 50% of account balance per year for willful violations.

U.S. persons with specified foreign financial assets exceeding threshold amounts must file Form 8938 with their federal income tax return. Thresholds vary based on filing status and whether the taxpayer lives in the U.S. or abroad.

USCIS continued to process EB-5 petitions under the 2022 Reform and Integrity Act framework in Q1 2025. Key developments:

• I-526E processing times: Ranging from 12 to 36 months as of Q1 2025
• Rural set-aside: The 20% rural set-aside continues to offer faster processing for qualifying investors
• Regional Center compliance: USCIS increased oversight of Regional Centers under the Integrity Fund framework, with several Regional Centers receiving compliance inquiries

Action items for Turkish EB-5 investors:

• Verify that your Regional Center is in good standing with USCIS
• Ensure your I-526E petition has been filed (or is in preparation)
• Monitor USCIS processing time updates

The H-1B cap lottery for fiscal year 2026 (beginning October 1, 2025) opened in March 2025. Turkish nationals employed by U.S. companies who are not yet in H-1B status should have registered for the lottery.

Key facts:

• Annual H-1B cap: 65,000 regular cap + 20,000 U.S. master's degree exemption
• Registration period: March 2025
• Lottery results: April 2025
• Petition filing period: April–June 2025 (for selected registrants)

The E-2 Treaty Investor Visa — available to Turkish nationals who invest a substantial amount in a U.S. business — continues to be a popular pathway for Turkish entrepreneurs. Q1 2025 processing times at the U.S. Consulate in Istanbul ranged from 2 to 6 months.

Key requirements:

• Investment must be "substantial" (no fixed minimum, but typically $100,000+)
• Investment must be in a bona fide enterprise
• Investor must be coming to develop and direct the enterprise
• Investment must not be marginal (must generate more than enough income to support the investor and family)

CFIUS continued its aggressive enforcement posture in Q1 2025:

• Post-closing reviews: CFIUS initiated several post-closing reviews of transactions that were not voluntarily filed, resulting in divestiture orders in at least two cases
• Mitigation agreement violations: CFIUS imposed civil penalties on parties who violated the terms of previously negotiated mitigation agreements
• Real estate reviews: CFIUS continued to review real estate transactions near military installations, with particular focus on agricultural land acquisitions

Action items:

• Review any recent U.S. acquisitions that were not filed with CFIUS
• Assess whether any pending transactions require CFIUS filing
• Ensure compliance with existing CFIUS mitigation agreement obligations

The FTC announced updated HSR Act thresholds effective February 2025:

• Size of transaction threshold: $119.5 million (up from $119.5 million — unchanged in 2025)
• Size of person threshold: $239 million / $23.9 million

Turkish companies planning U.S. acquisitions should confirm current thresholds with counsel before signing.

The FTC remained active in merger review in Q1 2025, with several notable developments:

• Continued scrutiny of technology sector consolidation
• Increased focus on healthcare M&A
• Several consent decrees requiring divestitures in consumer goods transactions

The standard FIRPTA withholding rate remains 15% of the gross sales price for sales of U.S. real property interests by foreign persons. Turkish investors selling U.S. real estate should ensure that buyers are aware of their FIRPTA withholding obligations.

New York City's proposed pied-à-terre tax on non-primary residences owned by non-residents remained under discussion in Q1 2025. Turkish investors with New York City residential properties should monitor developments.

As Q1 2025 closes, Turkish businesses should focus on the following Q2 priorities:

1. FinCEN BOI compliance: File immediately if not already done; implement ongoing compliance procedures
2. LLCTA preparation: Begin inventory and compliance planning for New York LLCs
3. Tax filings: Ensure Form 5472, FBAR, and federal income tax returns are filed on time
4. CFIUS assessment: Review any recent or pending U.S. acquisitions for CFIUS implications
5. Immigration planning: Assess H-1B, E-2, EB-5, and other visa needs for Turkish employees and investors

Q1 2025 underscored the complexity of the U.S. regulatory environment for Turkish businesses and investors. Staying current with compliance obligations — and engaging experienced U.S. legal counsel — is essential to avoiding penalties and maintaining good standing.

ULF New York provides comprehensive regulatory compliance advice to Turkish businesses operating in the United States. Contact us to discuss your Q1 2025 compliance status and Q2 priorities.

This article is for informational purposes only and does not constitute legal advice. Regulatory requirements continue to evolve; consult qualified legal counsel for current guidance.