U.S. Treasury Will Not Enforce Corporate Transparency Act Against U.S. Citizens or Domestic Companies or Their Beneficial Owners

On March 2, 2025, the U.S. Department of the Treasury issued a press release announcing that it will not enforce the Corporate Transparency Act (CTA) against U.S. citizens and domestic reporting companies and their beneficial owners under the current reporting rules as well as under forthcoming rule changes to the CTA reporting requirements. The Treasury Department noted that it will be proposing changes to the CTA reporting rule requirements that will narrow the scope of the rule to apply to foreign reporting companies only.

Under the current beneficial ownership information reporting rule:

• The term “domestic reporting company” means any entity that is: (i) a corporation; (ii) a limited liability company; or (iii) created by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe.
• The term “foreign reporting company” means any entity that is: (i) a corporation, limited liability company, or other entity; (ii) formed under the law of a foreign country; and (iii) registered to do business in any State or tribal jurisdiction by the filing of a document with a secretary of state or any similar office under the law of a State or Indian tribe.

In light of this announcement, (i) domestic reporting companies (both those that have filed under the CTA and those that have not yet filed) may want to stop spending any further time and expense to comply with the CTA, and (ii) foreign reporting companies should continue to monitor for additional developments to any proposed changes to the CTA reporting requirements. As a reminder, reporting company and beneficial ownership information that is or has been provided to FinCEN is not available to the general public.