After all the back and forth, finally, the Corporate Transparency Act (“CTA”) ping pong match is over. On March 26, 2025, the US Department of Treasury, along with the Financial Crimes Enforcement Network (“FinCEN”), published their interim rule solidifying CTA compliance obligations on the Federal Register (found here) (the “Interim Rule”). The Interim Rule provides the much-needed certainty that business owners across the country have been looking for.
In short, the Interim Rule (1) exempts Domestic Reporting Companies from any obligation to file a Beneficial Ownership Information Report (“BOIR”) with FinCEN; (2) exempts US Citizens from any obligation to provide their Beneficial Ownership Information (“BOI”); and (3) only requires Foreign Reporting Companies with non-US Citizen beneficial owners to file a BOIR with FinCEN. The Interim Rule further clarifies that the deadline for the reporting obligation stated in section (3) above is 30 days after the Interim Rule is published on the Federal Register, or April 25, 2025. All other entities/persons do not need to report to FinCEN.
What This Means for You
US Entities and US Citizens Do Not Need to Report
If your entity is a corporation, LLC, or other entity created by the filing of a document with a Secretary of State or similar office under the law of a state or Indian tribe, your entity does not need to file any BOIRs with FinCEN. By extension, your entity need not file any updated or corrected BOIRs with FinCEN.
If you are a US Citizen, you do not need to provide any entity you are associated with any BOI or otherwise file a BOIR with FinCEN. Again, by extension, you do not need to file an updated or corrected BOIRs with FinCEN.
Foreign Entities and Non-US Citizens May Still Need to Report
If your entity (1) is formed under the law of a foreign country; (2) is 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; and (3) has beneficial owners who are non-US Citizens, your entity must file a BOIR with FinCEN on or before April 25, 2025. If you are a non-US Citizen and beneficial owner of one such entity, you are still obligated to provide such entity with your BOI.
Summary
Most entities no longer need to file any report with FinCEN. If you think your entity may still need to report with FinCEN and would like our firm’s assistance with CTA compliance, please contact Beresford Booth at info@beresfordlaw.com or by phone at (425) 776-4100.