Corporate transparency act compliance

As of March 26, 2025, significant changes have been implemented regarding the Corporate Transparency Act (CTA) and Beneficial Ownership Information (BOI) reporting requirements. The Financial Crimes Enforcement Network (FinCEN) has issued an interim final rule that exempts U.S. companies and U.S. persons from the federal requirement to report BOI. This means that entities formed under U.S. law, previously known as 'domestic reporting companies,' and their beneficial owners are no longer required to file BOI reports with FinCEN. The revised definition of a 'reporting company' now exclusively applies to foreign entities that are registered to conduct business in any U.S. State or Tribal jurisdiction by filing a document with a secretary of state or similar office. These foreign reporting companies must adhere to specific deadlines: those registered before March 26, 2025, are required to file their BOI reports by April 25, 2025. For foreign entities registered on or after March 26, 2025, the initial BOI report must be filed within 30 calendar days of receiving notice that their registration is effective. While federal reporting obligations for U.S. businesses have been removed, it is crucial for U.S. business owners and LLC founders to be aware of potential state-level requirements. States such as the District of Columbia, South Dakota, and New York have enacted their own BOI or ownership disclosure laws. Therefore, businesses may need to comply with these state-specific rules in addition to federal regulations. FinCEN's secure electronic filing system for BOI reports has been operational since January 1, 2024, for those entities still required to file.