FinCEN Exempts U.S. Companies and Persons from BOI Reporting Requirements

On March 21, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule which exempts United States’ companies and persons from beneficial ownership information (BOI) reporting requirements pursuant to the Corporate Transparency Act (CTA). The interim final rule revises the definition of “reporting company” to mean only those entities that:

• are formed under the laws of a foreign country and
• 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.

As a result, all entities created in the U.S. and their beneficial owners will be exempt from the BOI reporting requirements. Additionally, foreign entities that are required to submit BOI reports to FinCEN do not need to report any U.S. persons as beneficial owners.

We will continue to monitor ongoing developments with respect to the rule-making process, pending litigation and other events related to the CTA. Should you have any questions, please reach out to Hans L. Larsen or any member of our Business/Corporate Law Practice Group.