CTA is No Longer Applicable to U.S. Entities and U.S. Persons; Foreign Entities Face New Rules

Cole Schotz
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Cole Schotz

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.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

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