ARTICLE
11 April 2025

Corporate Transparency Act: U.S. Persons And U.S. Entities Exempt From Reporting Rule

ML
Much Law

Contributor

Since 1970, Much has fostered a vibrant, entrepreneurial culture that fuels our full-service platform. Knowledge, teamwork, creativity, and pragmatism are essential ingredients.

Well-connected and well-versed, our attorneys provide straightforward solutions to complex legal and business issues. We help clients see around the corner and seize opportunities – often before they know they exist.

The Financial Crimes Enforcement Network (FinCEN) issued guidance,1 effective March 26, 2025, to exclude U.S. persons and U.S. entities from the beneficial ownership reporting requirements...
United States Corporate/Commercial Law

The Financial Crimes Enforcement Network (FinCEN) issued guidance,1 effective March 26, 2025, to exclude U.S. persons and U.S. entities from the beneficial ownership reporting requirements under the Corporate Transparency Act. This guidance follows the U.S. Department of the Treasury's announcement2 on March 2, 2025, that no penalties or fines associated with the beneficial ownership reporting rule would be enforced against U.S. citizens or domestic reporting companies.

Pursuant to this rule, only corporations, limited liability companies, or other entities that are formed under the laws of a foreign country and registered to do business in any U.S. state by the filing of a document with a secretary of state are considered "reporting companies" required to file beneficial ownership information reports.

An exemption to reporting was also added for U.S. persons who are beneficial owners. No beneficial ownership information needs to be reported for a U.S. person who is a beneficial owner of a reporting company. Accordingly, reporting companies that have only U.S. persons as beneficial owners are exempt from reporting. The original 23 exemptions to reporting remain in effect.

Entities that meet this new definition of a reporting company as of March 26, 2025, should file beneficial ownership information reports by April 25, 2025. New reporting companies should file beneficial ownership information reports within 30 days of registering to do business in the United States.

FinCEN is accepting public comments on the interim final rule through May 27, 2025.

Footnotes

1. FinCEN Guidance, effective March 26, 2025.

2. U.S. Department of the Treasury Announcement - March 2, 2025.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

Learn More