Obituary: The Corporate Transparency Act for Domestic Companies Is Dead – For Real This Time

After a lengthy up-and-down battle for survival that involved legislators, regulators, judges, and, ultimately, the ballot box, the Corporate Transparency Act (CTA) has officially been declared dead, at least as it relates to domestic companies. The date of death was March 21, 2025. That was when FinCEN, the agency charged with implementing and enforcing the CTA, issued an interim final rule (IFR) under the Corporate Transparency Act.”

The interim final rule was expected after the Department of the Treasury’s March 2, 2025, release in which it announced that it would be “issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.”

Don’t let the word “interim” fool you. While the final rule that is ultimately published may have some slight modifications, the fact that those in charge of the CTA and will be for the next several years have decided to stick a fork into the CTA’s application to domestic companies is as conclusive as any “interim” rule could be.

Only Foreign Companies Required to Submit BOI Information

In the interim final rule, FinCEN revised the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Thus, FinCEN said that “all entities created in the United States — including those previously known as ‘domestic reporting companies’ — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN.”

Mandatory Reporting Deadlines for Foreign Entities

Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN. However, such entities will not be required to report any U.S. persons as beneficial owners and U.S. persons will not be required to report BOI for any such entity for which they are a beneficial owner.

Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:

• Reporting companies registered to do business in the United States before the IFR publication date must file BOI reports no later than 30 days from that date.
• Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

 

FinCEN has published detailed FAQs about the interim final rule here. If you have questions or concerns about this most recent turn of events or what obligations, if any, your company may have under the Corporate Transparency Act, please contact Dan McGlinn at Kreis Enderle.