Update on Corporate Transparency Act (CTA) Developments

We are writing to update you on recent developments regarding the U.S. government's interpretation of the Corporate Transparency Act (CTA) and its implementing regulations.

On February 18, 2025, the Financial Crimes Enforcement Network (FinCEN) extended the deadline for filing beneficial ownership information (BOI) reports for all non-exempt domestic and foreign reporting companies to March 21, 2025. FinCEN also announced plans to revise the CTA’s BOI reporting requirements.

On March 2, 2025, the U.S. Department of the Treasury, FinCEN’s parent agency, stated via X (formerly known as Twitter) that it would not enforce penalties or fines associated with the BOI reporting rule under the existing deadlines. A subsequent Treasury press release clarified that this non-enforcement applied to U.S. citizens, domestic reporting companies, and their beneficial owners. Treasury further announced plans to issue a proposed rule that would limit BOI reporting requirements to foreign reporting companies but did not extend the March 21 deadline.

No further updates were issued until the afternoon of March 21, 2025, when FinCEN released an interim final rule officially removing BOI reporting requirements for U.S. companies and U.S. persons. Under this rule:

• Only non-exempt foreign reporting companies and their beneficial owners are required to file BOI reports.
• Existing foreign reporting companies must file within 30 days of the rule’s publication in the Federal Register.
• Newly registered foreign reporting companies will have 30 days from their effective registration date to comply.

A foreign reporting company is defined as an entity that:

• Is a corporation, LLC, or other entity
• Is formed under the laws of a foreign country
• Registers to do business in a U.S. state or tribal jurisdiction via a filing with a secretary of state or similar office

For additional details, you can read FinCEN’s full press release.

If you have any questions regarding the CTA or BOI reporting requirements, please do not hesitate to contact us. We will connect you with one of our corporate attorneys to assist as needed.