Domestic Entities Exempt from Corporate Transparency Act Reporting

What Happened?

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of Treasury issued an interim final rule under the Corporate Transparency Act (CTA). This rule exempts U.S. domestic entities from the CTA’s reporting requirements. U.S. domestic entities include any corporation, limited liability company, or other entity created by filing a document with a U.S. state office under U.S. state law.

Foreign entities registered to do business in the U.S. under U.S. state law must still file a report under the CTA. However, U.S. persons owning foreign entities are not required to provide identifying information to foreign entities, and foreign entities are exempt from reporting the identifying information of any U.S. persons who are beneficial owners. The reporting deadline for a foreign entity is within the later of 30 days from the date the entity is formed or the date the CTA publishes a final rule.

What Does This Announcement Mean?

Under the interim final rule, U.S. domestic entities are now exempt from the CTA reporting requirements as of March 21, 2025. This means that domestic entities do not need to file beneficial ownership information with FinCEN. However, foreign entities registered to do business in the U.S. must still comply with the CTA and file a report within 30 days of formation or publication of the final rule, whichever is later.

The interim final rule takes effect immediately. FinCEN has requested public comment on the interim final rule for 60 days. FinCEN will consider comments received and may address them with changes to the rule, if warranted, when a final rule is issued. Given the new Presidential administration’s stated intention “to significantly reduce private expenditures required to comply with Federal regulations”, it is likely that the exemption for U.S. domestic entities from the CTA reporting requirements will remain in the final rule, when issued.

How is Bernstein Shur Assisting Clients with CTA Compliance?

Our Business Law Practice Group has been closely tracking developments surrounding the CTA and is ready to assist with your compliance needs. If you have questions about whether you need to file a report or the implications of these changes, our team is available to help. Please contact your Bernstein Shur attorney or reach out to Bryce Morrison at bmorrison@bernsteinshur.com.