In early March, the U.S. Treasury Department announced on social media that it would not enforce the Corporate Transparency Act (the “CTA”) for “domestic reporting companies.” On March 21, 2025, the Department’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule (effective as of March 26, 2025) formally eliminating CTA beneficial ownership reporting for domestic entities and U.S. persons. This means that any entity formed in the United States no longer is required to file a beneficial ownership report with FinCEN. While the interim final rule states that foreign entities doing business in the U.S. are still subject to the CTA, it also provides that U.S. persons are not required to provide any beneficial ownership information to a foreign entity for purposes of CTA compliance.
Prior to the interim final rule, unless a company fell within one of the enumerated exemptions, beneficial ownership information was required. Now, only corporations, limited liability companies, or other entities that are formed under foreign (i.e., non-U.S.) laws and registered to do business in the United States are required to comply with the CTA.
While FinCEN has promulgated this interim final rule, we note that on March 10, 2025, Senators Sheldon Whitehouse (D-RI) and Chuck Grassley (R-IA) sent a letter to Treasury Secretary Bessent requesting that the Treasury Department explain how it determined that all “domestic reporting companies” and US citizens be exempt. While Treasury has not responded to this letter, the interim final rule explains that the current administration desires to reduce regulations and believes that because “the vast majority of domestic small businesses are legitimate and owned by hard-working American taxpayers who are not engaged in illicit activity[,] the Secretary has assessed that exempting them would ensure that the Reporting Rule is appropriately tailored to advance the public interest.”
Although the statute remains in place and there seems to be bipartisan Congressional interest in maintaining the reporting requirements, it appears that, for now, US citizens and domestic reporting companies do not need to worry about the CTA. We will continue to monitor developments affecting the CTA and provide alerts in the event reporting requirements change in the future for domestic reporting companies or US citizens.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 13 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Boca Raton, Coral Gables, Fort Lauderdale, Jacksonville, Miami, Naples, Orlando, Palm Beach, Stuart, Tallahassee, Tampa, Vero Beach, and its headquarters in West Palm Beach. With more than 330 attorneys and consultants, and 300 committed support staff, Gunster is ranked among the top 200 largest law firms by the National Law Journal and has been recognized as one of the Top 100 Diverse Law Firms by Law360. More information about its practices, industries, offices and news is available at www.gunster.com.
