Current Status of the CTA: Active
In a press release issued on March 21, 2025, FinCEN issued an interim final rule (IFR) revising the definition of “reporting company” to mean only those entities formed under the laws of a foreign country that have registered to do business in the U.S. (including in any tribal jurisdiction). As a result, entities formed in the U.S. (previously known as “domestic reporting companies” under the CTA) are now exempt from the CTA’s reporting requirements.
Foreign entities that are “reporting companies” (and are not otherwise exempt under the CTA) are not required to report any U.S. persons as beneficial owners. Moreover, U.S. persons are not required to report their BOI as it relates to any reporting company. Additionally, foreign pooled investment vehicles will not need to report any U.S. persons as beneficial owners but will need to report non-U.S. persons who exercise the greatest substantial control over the entity, if any such non-U.S. person exists.
Foreign entities that are “reporting companies” (and not otherwise exempt under the CTA) are required to comply with the following deadlines:
- “Reporting companies” that are registered to operate in the U.S. before the IFR’s publication date of March 26, 2025 must file BOI reports within 30 days after such date (i.e., on or before April 25, 2025).
- “Reporting companies” that are registered to operate in the U.S. on or after the IFR publication date must file BOI reports within 30 days after receiving notice that their registration to do business in the U.S. is effective.
What’s Next?
There is a 60-day public comment period that commences with the IFR’s publication, though FinCEN expects that the IFR will be finalized in 2025. Litigation regarding the CTA is also still proceeding. Fenwick will continue to provide updates.
*Guy Rotstein contributed to this alert
