We wanted to take this opportunity to provide you with an update on the Corporate Transparency Act (CTA).
CTA Update
The U.S. Financial Crimes Enforcement Network (FinCEN) has adopted an interim final rule (IFR) relating to the CTA and the requirements to report beneficial ownership information (BOI). The IFR “exempts domestic reporting companies and U.S. persons who are beneficial owners of foreign reporting companies from the Reporting Rule requirements, and it relaxes the deadlines for reporting obligations for foreign reporting companies.”
As a result, all domestic reporting companies (i.e., entities that are created by the filing of a document with a secretary of state or similar office under the law of a U.S. State or Indian tribe) and their beneficial owners are now exempt from the reporting requirements of the CTA and are no longer required to file initial BOI reports or to update or correct previously filed BOI reports. Furthermore, U.S. persons who are beneficial owners of interests in foreign reporting companies are no longer subject to the reporting requirements and such foreign reporting companies are not required to report the BOI of any U.S. persons.
Foreign reporting companies must comply with the CTA by the following dates:
1. Foreign reporting companies registered to do business in the United States before the date of publication of the IFR (i.e., March 26, 2025), must file their initial BOI reports no later than thirty (30) days after such date; and
2. Foreign reporting companies registered to do business in the United States on or after the date of publication of the IFR (i.e., March 26, 2025), must file their initial BOI reports no later than thirty (30) days after receiving notice that their registration to do business in the United States is effective.
Of course, in the ongoing saga that is the CTA, FinCEN noted that it is accepting written comments on the IFR until May 27, 2025 and intends to finalize the rules this year. We will continue to keep you posted as always.
If you have any questions about the CTA, please feel free to contact your trusted Rosenberg & Estis, P.C. attorney or William R. Byers, Member of the firm’s Transactional Department, who authored the above CTA Industry Alert.