UPDATE: FinCEN ANNOUNCES NEW FINAL INTERIM CTA RULE
By: Blair R. Vandivier
On the evening of March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced a new interim final rule significantly modifying the application of the Corporate Transparency Act (“CTA”) to entities formed in the United States.
Consistent with the previous FinCEN announcement on March 2, 2025, the interim final rule effectively removes US-formed entities from reporting beneficial ownership (“BOI”) interests to FinCEN under the CTA. Effective March 21, 2025, “Reporting Companies” are now defined for purposes of the CTA as:
1) Entities which are formed under the laws of a foreign country; and,
2) Have registered to do business in any United States state or Tribal jurisdiction by the filing of a document with the Secretary of State of any State or any similar office.
Entities created in the United States and their beneficial owners (including both United States persons and foreign persons) are no longer required to report beneficial ownership to FinCEN. For purposes of the CTA, United States persons are defined as United States citizens and those lawfully admitted for permanent residence.
Only foreign entities that are Reporting Companies and do not otherwise qualify for an exemption, will be required to report beneficial ownership to FinCEN. FinCEN has also exempted United States persons from reporting their beneficial ownership interest in any Reporting Company.
The interim final rule also provides for new deadlines for Reporting Companies to file Beneficial Ownership Reports. There is a sixty-day comment period on the interim final rule prior to the publication of a final rule by FinCEN.
While we do not anticipate any significant changes in the final rule, we will continue to monitor developments from FinCEN relating to the CTA. The attorneys at Riley Bennett Egloff continue to follow the ongoing development of the CTA. If you have questions as to whether your company qualifies for an exemption under CTA, if you need help in completing the BOI Report (including identifying your “beneficial owners”), or if you have any other questions regarding the CTA, please contact us and we will be happy to assist you.
Blair R. Vandivier, Of Counsel
Blair Vandivier is a business lawyer who is also the owner and operator of successful small and mid-sized businesses. In addition to operating these businesses, Blair serves as outside counsel to a number of similarly sized entities. Blair brings a unique perspective to the role of the lawyer as a result of spending a significant amount of his time in the shoes of the business owner and manager.
Blair provides general business counsel to his clients in the manufacturing, service, and construction industries on such issues as the choice and formation of the entity, relationships of the equity owners, financing the growth and maintenance of the enterprise, acquisition and divestiture, real estate sales and leasing, as well as numerous related matters.
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Posted March 26, 2025, by Blair R. Vandivier.