After almost 18 months of uncertainty and confusion with respect to the implementation and enforcement of the Corporate Transparency Act (CTA), on Friday, March 21, the U.S. Department of Treasury's Financial Crimes Enforcement Network (FinCEN) announced its intention to issue a new interim final rule exempting all domestic entities and U.S. persons from beneficial ownership information (BOI) reporting obligations under the CTA. Published on March 26, this interim final rule specifies that: (1) any entities previously identified as "domestic reporting companies" under the CTA are now fully exempt from BOI reporting; and (2) any beneficial owners of "foreign reporting companies" that are U.S. persons are exempt from providing BOI for reporting. As detailed in the interim final rule's supplemental information, FinCEN cites the broad authorization of the Secretary of the Treasury (as delegated to FinCEN) to establish additional exemptions both under the CTA itself and the Bank Secrecy Act and regulations prescribed thereunder.
Unless another exemption applies, foreign reporting companies must file their BOI Reports with FinCEN by the later of (a) April 25, 2025 or (b) 30 days after their initial registration to conduct business in the United States. Although open for comment until May 27, 2025, the interim final rule went into effect immediately upon publication.
This new interim final rule follows the press release from March 2 in which the Treasury Department announced its intention to not enforce penalties associated with domestic company or U.S. citizen BOI reporting. While it remains to be seen how recent legal challenges to the CTA and pending legislation will evolve in light of this most recent interim final rule and other recent executive orders, it appears that there is little appetite to further expand CTA application or regulatory enforcement within the executive branch of the federal government.
Notwithstanding these recent developments, the New York LLC Transparency Act (NYLLCTA) remains in force and is set to take effect in January 2026 – this law will require all limited liability companies formed in New York to disclose their BOI using a process similar to the one originally established by FinCEN pursuant to the CTA. It remains to be seen how outcomes in CTA legal challenges might impact the NYLLCTA's implementation and whether any other states will adopt similar transparency laws.
Our CTA Task Force will continue to monitor for relevant developments, with periodic updates accessible on our CTA resource page.
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