Corporate Transparency Act Roller Coaster Continues

Just when it looked like a filing deadline might actually stick, the timelines have changed again for enforcement of the Corporate Transparency Act (the “CTA”). In the last few days, the U.S. Treasury announced that the filing requirements would not be enforced until further notice and the Financial Crimes Enforcement Network (“FinCEN”) announced that it will be issuing a new interim final rule on reporting requirements by March 21, 2025. The press release from the U.S. Treasury indicates the new rule will likely narrow the reporting requirements to focus on foreign entities and other “high-risk” entities. Foreign entities are described as entities formed under the law of a foreign country that have registered to do business in the United States.

Overall, the CTA has required most entities (corporations, LLCs, etc.) created through a filing with the secretary of state to register with FinCEN. Entities formed after January 1, 2024 have been required to file a Beneficial Ownership Information Report (BOIR) at the time they are created. Entities formed prior to January 1, 2024 have been required to file a BOIR on or before January 1, 2025. There are also ongoing reporting requirements if company or owner information changes.

What do the latest developments mean for entities subject to the CTA?

• If you have already filed a BOIR with FinCEN for your entity or entities, there is nothing you need to do. The existing filing is valid, and you are in compliance with the CTA regardless of what happens next.
• If you have not yet made the required BOIR filing, you may still make the filing. It will be accepted by FinCEN. However, we would advise waiting to make any filing until further action by FinCEN and/or the U.S. Treasury. It appears likely the new interim rule will narrow or change the reporting requirements.

If you have questions, please contact our CTA compliance team at BOI@remboltlawfirm.com or contact your regular Rembolt Ludtke attorney.