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Treasury Suspends CTA Enforcement for US Citizens and Domestic Corporations

Posted by Brian Ketcham | Mar 17, 2025 | 0 Comments

Following up on recent posts here related to the back-and-forth CTA/BOI reporting requirements, about two weeks ago the Treasury Department publicly announced that the government will not enforce penalties or fines in connection with the beneficial ownership information (BOI) reporting rules under the Corporate Transparency Act (CTA).  FinCEN announced  that it intends to issue an interim final rule by March 21, 2025 that will extend BOI reporting deadlines and provide new filing guidance.  The revised BOI reporting deadline had been March 21, 2025.  Individuals and companies may still file BOI reports on a voluntary basis. 

UPDATE -- on March 21, 2025, FinCEN announced an interim final rule that changed the definition of "reporting company" in the relevant regulations to exclude US companies and individuals.  The interim final rule exempts all entities formed in the US and all US persons from the CTA's BOI reporting requirements.  In addition, entities formally known as "domestic reporting companies" are also now exempt from BOI reporting.  Now, only entities created under foreign laws that are registered to do business in US are required to file BOI reports, but, even then, such foreign entities are not required to name any US persons as beneficial owners.  The interim final rule also established new deadlines for BOI reporting for foreign entities that are not exempt from the filing requirements.  

The FinCEN announcement also contains a Q&A setting out detailed guidance regarding the interim final rule.  

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