CSG Law Alert: CTA Update – FinCEN Eliminates CTA Reporting Requirements for U.S. Companies and Certain Individuals
After nearly a year of uncertainty surrounding enforcement of the Corporate Transparency Act (“CTA”), we now have more clarity regarding the applicability of the CTA.
On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that revised the definition of a “Reporting Company” under the CTA, creating an exclusion for entities that would have previously been considered “Domestic Reporting Companies.” Under the interim final rule, only “Foreign Reporting Companies” – those entities formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office – will be subject to the CTA’s beneficial ownership information (“BOI”) reporting obligations. Further, Foreign Reporting Companies will not be required to report any U.S. persons as beneficial owners, nor will any U.S. person be required to report BOI with respect to any Reporting Company for which they are a beneficial owner. This change significantly reduces the CTA’s impact on U.S. domestic businesses and U.S. beneficial owners of reporting companies.
FinCEN has also implemented revised filing deadlines in connection with the interim final rule, giving foreign entities registered to do business in the U.S. before the date of publication of the interim final rule an additional thirty (30) days to file their initial BOI report. All foreign entities registered to do business in the U.S. after the date of publication will have to file their initial BOI report within thirty (30) calendar days after the date that notice is received that their foreign registration is effective.
FinCEN is currently accepting comments on the interim final rule, with the expectation that it will be finalized in 2025. We will continue to monitor the CTA for additional developments and will continue to provide updates on the status of the CTA.
If you have any questions about the interim final rule or its impact on your business, please reach out to your CSG Law attorney.