CTA is No Longer Applicable to U.S. Entities and U.S. Persons; Foreign Entities Face New Rules
On Friday, March 21, 2025, FinCEN announced an interim rule that removed Beneficial Ownership (“BOI”) reporting requirements for U.S. companies and U.S. persons under the Corporate Transparency Act (the “CTA”). FinCEN’s new interim rule mirrors the March 2, 2025, statement released by the U.S. Department of Treasury.
FinCEN’s interim rule exempts entities previously known as “domestic reporting companies” from BOI reporting requirements. FinCEN also revised the definition of “reporting company” to mean only those entities that are formed under the laws of a foreign country and that have registered to do business in the United States (formerly known as “foreign reporting companies”).
With this interim rule, all new entities created in the United States, as well as all current domestic reporting companies and their beneficial owners, will be exempt from the requirement to report BOI to FinCEN.
Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption must report their BOI to FinCEN under the latest thirty (30) day deadline. However, foreign entities will not be required to report any U.S. persons as beneficial owners and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner. We are continuing to monitor all CTA developments. For more information on the Corporate Transparency Act, please click here.
As the law continues to evolve on these matters, please note that this article is current as of date and time of publication and may not reflect subsequent developments. The content and interpretation of the issues addressed herein is subject to change. Cole Schotz P.C. disclaims any and all liability with respect to actions taken or not taken based on any or all of the contents of this publication to the fullest extent permitted by law. This is for general informational purposes and does not constitute legal advice or create an attorney-client relationship. Do not act or refrain from acting upon the information contained in this publication without obtaining legal, financial and tax advice. For further information, please do not hesitate to reach out to your firm contact or to any of the attorneys listed in this publication.
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