The Financial Crimes Enforcement Network (“FinCEN”) announced that it has removed the requirement for U.S. companies and U.S. persons to report beneficial ownership information (“BOI”) to FinCEN under the Corporate Transparency Act (“CTA”).
This means the only entities that must report (the “reporting companies”) are those that (i) are formed under the law of a foreign country and (ii) have 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). While these foreign reporting companies are required to comply with the CTA, FinCEN has modified the CTA to now exempt domestic entities from BOI reporting requirements -- all entities created in the United States and their beneficial owners are exempt from the requirement to report BOI to FinCEN.
Foreign entities that meet the definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN; however, they will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.
Existing foreign reporting companies must report their BOI by April 25, 2025; new entities must report within 30 days of registration in a U.S. or tribal jurisdiction.
In the event you believe you may be required to report, we recommend that you discuss with legal counsel the best strategy in addressing CTA compliance.