Update As Of March 21, 2025: CTA No Longer In Effect For U.S. Entities; CTA Remains In Effect For Foreign Entities Registered In A U.S. State Or Tribal Jurisdiction

 

Dated March 21, 2025

 

On March 21, 2025, the U.S. Department of the Treasury released its interim final rules describing which entities are subject to Corporate Transparency Act (CTA) reporting and what information must be submitted by such entities.  As a result of the interim final rules, U.S.-based reporting companies and beneficial owners are now exempt from CTA reporting requirements.

 

Review the key points of FinCEN’s interim final rules below, particularly if you have any connection to a foreign reporting company, which is defined in the CTA as “any entity that is: (A) a corporation, limited liability company, or other entity; (B) formed under the law of a foreign country; and (C) registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe”:

 

All domestic reporting companies and their beneficial owners are exempt from CTA reporting, meaning they are not required to submit beneficial ownership information reports to FinCEN.

 

Domestic reporting companies who have already submitted beneficial ownership information reports are not required to submit any further reports, including to update any information.

 

Foreign reporting companies are required to submit beneficial ownership information reports related to the entity itself and any foreign persons who are considered beneficial owners of such entity.

 

Foreign reporting companies are not required to submit the beneficial ownership information of any beneficial owner who is a U.S. person.  Furthermore, beneficial owners who are U.S. persons are not required to provide their beneficial ownership information to such foreign reporting companies.

 

Foreign reporting companies whose beneficial owners are all U.S. persons are exempt from reporting any beneficial owners (information about the foreign reporting companies will still be required).

 

Foreign pooled investment vehicles are exempt from reporting any U.S. persons who exercise substantial control over the entity.

 

The updated CTA reporting deadline for a foreign reporting company is: (i) for a new foreign reporting company, 30 days from its registration to do business in the U.S., or (ii) for an existing foreign reporting company, 30 days from March 21, 2025.