The landscape for compliance with the Corporate Transparency Act (CTA) has now become clear at least for now. The Department of the Treasury’s FinCEN has issued a statement instructing that all entities created in the United States and their beneficial owners are exempt from the requirement to report beneficial ownership information (BOI) to FinCEN. The exemption applies equally to persons who have previously reported BOI information and those that have not. The change came by way of the publication of an interim rule that revised the definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction. Until there is some modification of this rule, entities created in the United States have no requirement to report with respect to their beneficial owners, whether they are US persons or non-US persons.
The exemption does not, however, apply to existing companies formed outside of the United States. Such existing foreign companies must report their beneficial ownership information by April 25, 2025. Any foreign entity that becomes a reporting company after March 25, 2025, will need to file an initial report within 30 calendar days after it receives notice that it has been registered to do business in any state. However, such foreign reporting companies are not required to provide any BOI information for US persons.
Please direct any questions regarding the CTA to our corporate law experts Randolph McCalla (rmccalla@lubinolson.com) and Audrey Baker (abaker@lubinolson.com).
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