Client Alert - FinCEN Announces US Companies and Persons Exempt from CTA Reporting
FinCEN Announces US Companies and Persons Exempt from CTA Reporting
By: Earl Melamed
March 24, 2025
On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that exempts all domestic (US) companies from reporting under the Corporate Transparency Act (CTA). Non-U.S. companies that are registered to do business in the United States (and not otherwise subject to exemption) will still have to file BOI reports, though these foreign companies need not report the beneficial ownership of U.S. equity owners. U.S. persons are exempt from having to provide any information to foreign reporting companies for which they are a beneficial owner. Foreign reporting companies that only have beneficial owners that are U.S. persons will be exempt from the requirement to report any beneficial ownership information. For foreign companies that are required to file BOI reports, FinCEN extended the deadline for those companies to file initial BOI reports, or update or correct previously filed BOI reports, to 30 days after the date of publication of the final interim rule or 30 days after their registration to do business in the United States, whichever comes later.
Under the CTA, the Treasury Department (of which FinCEN is a part) is permitted to exempt certain classes of entities for which the Secretary of Treasury (Secretary) had determined that their reporting would not be helpful in meeting the goals of the CTA to fight money laundering, terrorism financing and other ills. The interim final rules provides that: “The Secretary, with the written concurrence of the Attorney General and the Secretary of Homeland Security, has determined for purposes of this interim final rule that the reporting of BOI by domestic reporting companies and their beneficial owners ‘would not serve the public interest’ and ‘would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute money laundering, the financing of terrorism, proliferation finance, serious tax fraud, or other crime’”.
The Secretary has also directed FinCEN to solicit comments on the approach taken in the interim final rule for a period of 60 days from publication of the rule. The Secretary and FinCEN will assess this exemption, as appropriate, in light of those comments, and FinCEN intends to issue a final rule by the end of 2025 (which could modify the interim final rule).
CLIENT ALERT
Earl Melamed | (312) 269-8012 | emelamed@nge.com
Should you have any questions about the Corporate Transparency Act, please contact Earl Melamed, Wesley Nissen, A.J. Alston, Peter Miles or your Neal Gerber Eisenberg attorney. This alert was authored by
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The alert is not intended and should not be considered as a solicitation to provide legal services. However, the alert or some of its content may be considered advertising under the applicable rules of the supreme courts of Illinois and certain other states.
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CLIENT ALERT
Earl Melamed | (312) 269-8012 | emelamed@nge.com
Should you have any questions about the Corporate Transparency Act, please contact Earl Melamed, Wesley Nissen, A.J. Alston, Peter Miles or your Neal Gerber Eisenberg attorney. This alert was authored by
The content above is based on information current at the time of its publication and may not reflect the most recent developments or guidance. Please note that this publication should not be construed as legal advice or a legal opinion on any specific facts or circumstances. The contents of this publication are intended solely for general purposes, and you are urged to consult a lawyer concerning your own situation and any specific legal questions you may have.
The alert is not intended and should not be considered as a solicitation to provide legal services. However, the alert or some of its content may be considered advertising under the applicable rules of the supreme courts of Illinois and certain other states.
If you need assistance developing or improving your Labor & Employment practices, please contact your Neal, Gerber & Eisenberg attorney, or a member of our Labor & Employment Privacy team.
This client alert is part of a series from the NGE Hospitality Industry Team addressing developments and recent news in the hospitality industry.
The NGE Hospitality Industry Team is an inter-disciplinary group focused on serving the diverse legals needs of hospitality owners, operators, and investors to achieve their business goals. The group collaborates to ensure our clients are well-informed on industry trends and ready to address both opportunities and challenges.
The content above is based on information current at the time of its publication and may not reflect the most recent developments or guidance. Please note that this publication should not be construed as legal advice or a legal opinion on any specific facts or circumstances. The contents of this publication are intended solely for general purposes, and you are urged to consult a lawyer concerning your own situation and any specific legal questions you may have.
The alert is not intended and should not be considered as a solicitation to provide legal services. However, the alert or some of its content may be considered advertising under the applicable rules of the supreme courts of Illinois and certain other states.
