By Kent A. Brasseale, II and Heather M. Lobermann
On March 21, 2025, the U.S. Department of the Treasury issued an Interim Rule essentially making the Corporate Transparency Act (CTA) moot for companies formed under the laws of the United States. All requirements still remain for companies formed outside the United States and registered to do business in the U.S.
What Obligations Remain for U.S. Citizens Under the Interim Rule?
Under this Interim Rule, a U.S. citizen who created a FinCEN ID may still be required to keep their reported information current. Further, a U.S. citizen may be obligated to submit a Beneficiary Ownership Information Report (BOIR) if they served as a “company applicant” for a foreign entity. Each of these items is subject to change before the Final Rule is issued later this year.
What If Your Company Already Filed a BOIR?
There is currently no way to rescind a previously submitted BOIR filing. There is also no indication that FinCEN will destroy information it has already received. Assuming there are no further developments that change the reporting obligations, updating a previously filed BOIR will not be required.
What Happens Next?
For a period of 60 days after the Interim Rule was issued, the Department of Treasury is accepting “notes and comments,” which will be addressed when the Final Rule is issued. Currently, there is not a specific date when we can expect the Final Rule.
The CTA is Still Not Dead.
The issuance of the Interim Rule, and the future Final Rule, does not mean the Corporate Transparency Act is dead. The CTA was passed by Congress and has not been repealed by Congress. The Final Rule could potentially face court litigation under the guise it is administrative overreach. Even if the Final Rule does not face a court challenge, the current or any future presidential administration can decide to change course and reinstate the original rule or any of its components, and again require entities to comply with the CTA and the BOIR filing requirements.
How Can KDDK Help?
Contact attorneys Kent (“KAB”) Brasseale, II at kbrasseale@kddk.com or Heather Lobermann at hlobermann@kddk.com, or by phone at (812) 423-3183, for questions and assistance regarding the CTA.
Where to Learn More about the Corporate Transparency Act?
KDDK has written numerous articles on the Corporate Transparency Act and its evolution as it progressed through the courts:
- Corporate Transparency Act: What Your Business Needs to Know
- Corporate Transparency Act and Reporting Rule Enjoined Nationwide
- Urgent Update: Corporate Transparency Act Nationwide Injunction Lifted – Reporting Required as Early as January 13, 2025
- Corporate Transparency Act Nationwide Injunction Reinstated
- Understanding the Status of the Corporate Transparency Act – U.S. Supreme Court Issues Decision on January 23, 2025
- Litigation Update – Corporate Transparency Act
- URGENT UPDATE: Filings Again Required Under Corporate Transparency Act
- UPDATE: The U.S. Department of the Treasury Suspends Enforcement Under the Corporate Transparency Act
