The Death of the Corporate Transparency Act

We are advising our clients, who are US citizens, that they are no longer required to comply with the Corporate Transparency Act.

On March 2, the U.S. Treasury Department announced that it would be suspending enforcement of the Corporate Transparency Act (CTA) against United States Citizens and domestic reporting companies. Thereafter, it was announced that the Financial Crimes Enforcement Network (FinCEN) will be issuing an “interim final rule” that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

In that interim final rule, FinCEN revises 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.

The CTA’s goal is to curtail the use of anonymous shell companies and help track flows of illicit money and mandates millions of companies and trusts to file beneficial ownership information with FinCEN or face the possibility of penalties such as fines and jail time. Millions of small businesses complied with the CTA, including hundreds of our firm’s clients.  Once we learned of the change, we stopped all such filings.  We are advising our clients who are US persons that the law no longer applies to them.

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