Following the Treasury Department’s announcement regarding the removal of fines and penalties under the Corporate Transparency Act (“CTA”), the Financial Crimes Enforcement Network (“FinCEN”) has now advised that U.S. companies and U.S. persons will no longer be required to provide their Beneficial Ownership Information (“BOI”) under the CTA.
In an interim final rule published on March 21, 2025, the Treasury Department revised the definition of “reporting company” to mean only an entity formed under the law of a foreign jurisdiction that is registered to do business in any U.S. state, as filed with the secretary of state or similar office of such state.
Foreign entities deemed a “reporting company” will be required to report their BOI if they don’t qualify under an exemption. However, foreign entities will not be required to report any U.S. persons who are beneficial owners. Additionally, the Treasury Department announcement provides a 30-day extension period to allow foreign companies to comply. The interim final rule is subject to a 60-day comment period. FinCEN intends to issue a final rule later this year.
Since its inception, the CTA has been subject to many legal challenges, including injunctions, reversals of prior court decisions, starts and stops as to reporting deadlines, and other changes that have left open questions as to its enforceability. This latest update serves to drastically limit the scope of the CTA.
