Corporate Transparency Act – New Interim Final Rule

The U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule with respect to the Corporation Transparency Act (the “CTA”), exempting entities formed in the United States from the requirement to file beneficial ownership information (“BOI”) reports. The interim final rule (the “IFR”) also exempts U.S. persons from any obligation to provide BOI to reporting companies.

On February 27, 2025, FinCEN gave public notice that it intends to issue an IFR with respect to the CTA by March 21, 2025, and until the IFR becomes effective and the extended due dates set forth in the IFR have passed, it will not issue fines or penalties or take enforcement action against any person for failure to file or update BOI reports. On March 2, 2025, the Treasury Department issued a press release announcing its intention to narrow the scope of the CTA to not require domestic entities to file BOI reports and suspending enforcement of the CTA until the IFR becomes effective.

On March 21, 2025, FinCEN issued the IFR, effective immediately, reflecting the prior announcements. The IFR contains the following principal changes to reporting obligations under the CTA:

• All entities formed in the United States (formerly called “domestic reporting companies”) are now exempt from filing BOI reports under the CTA.
• Entities formed in a foreign country and registered to do business in a U.S. state, territory, or tribal jurisdiction by filing a document with the secretary of state or similar office (formerly called “foreign reporting companies”) are now the only class of entity required to file BOI reports under the CTA (now called simply “reporting companies”).
• Reporting companies are not required to report BOI with respect to any beneficial owners who are U.S. persons, and U.S. persons are not required to respond to requests for BOI from reporting companies.
• Reporting companies have 30 days from March 26, 2025, the date the IFR was published in the Federal Register to file any required initial, updated, or corrected BOI reports.

Although it is effective immediately, FinCEN has invited public comment on the IFR for a period of 60 days after its publication in the Federal Register. A final rule is expected later this year.

Stoel Rives lawyers are available to assist in determining whether an entity is exempt and who its beneficial owners are for reporting purposes, but we will not be affirmatively advising clients with respect to the CTA unless specifically engaged to do so. We will also not be able to submit BOI reports on your behalf. Please reach out to your Stoel Rives contact if you have any questions or need assistance.