TheCorporateCounsel.net

It looks like the seemingly endless back-and-forth concerning the Corporate Transparency Act’s reporting requirements may finally be coming to rest.  Earlier this month, Meredith blogged about Treasury’s announcement that it would not enforce any penalties or fines against U.S. citizens or domestic companies under the CTA and would propose a rule imposing reporting obligations only on foreign companies. On Friday, FinCEN announced that an interim final rule (IFR) has been adopted implementing this revised reporting regime. Here’s an excerpt from the press release summarizing the rule:

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 (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Thus, 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. 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 under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

If you’re unlucky enough to be a foreign reporting company, well, the U.S. appears to be looking to acquire some new territory, so you may want to ask your home jurisdiction to check out the possibility of becoming part of ‘Murica. Short of that, the announcement says that you’ll be subject to the following reporting deadlines:

– Reporting companies registered to do business in the United States before the date of publication of the IFR 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.

– John Jenkins