FinCEN Eliminates CTA Filing Requirements for All US Companies and US Beneficial Owners

The Financial Crimes Enforcement Network (FinCEN) has issued an interim final ruling, excluding US companies from CTA reporting and limiting the scope of the CTA to non-U.S. parties. Through this interim final rule, 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.   Consequently, foreign companies that do business through a US entity are no longer subject to BOI filing requirement for the US entity.

Key take-aways of the final ruling:

• 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.
• Exempts “foreign reporting companies” – foreign entities registered to do business in the United States – from providing beneficial ownership information (BOI) concerning U.S. persons who are beneficial owners of the foreign reporting companies;
• Exempts U.S. persons from providing beneficial ownership information to foreign reporting companies.

Deadlines for BOI filings by foreign reporting companies have been extended as follows:

• Reporting companies registered to do business in the United States before the date of publication of the interim final rule 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.