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U.S. Treasury publishes interim final rule on Corporate Transparency Act

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The U.S. Treasury Department announced Wednesday that it has published an interim final rule that removes requirements for U.S. companies and persons to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act, according to a press release.

“It is important to rein in burdensome regulations to the benefit of hard-working American taxpayers and small businesses,” said U.S. Treasury Secretary Scott Bessent, in the release. “As we continue to re-leverage the private sector and de-leverage the government, we are reviewing all regulations to ensure they are fit-for-purpose, in furtherance of our ambitious economic growth agenda on behalf of the American people.”

Under the rule, foreign businesses will be required to file BOI reports within 30 days of the rule’s publication. Foreign businesses will not be required to report BOI information for any U.S. person who is a beneficial owner of the foreign reporting company, according to the rule. 

The interim final rule was published March 21 and made effective Wednesday. FinCEN will accept comments through May 27. Comments can be made here

FinCEN is expected to finalize the rule this year, the release says. 

Earlier this month, the U.S. Treasury Department announced the suspension of the enforcement of the CTA against U.S. citizens and domestic reporting companies. 

Businesses were originally required to file a BOI corporate transparency report in January. However, multiple suits questioning the constitutionality of the CTA have pushed the deadline back, with the most recent deadline set for March 21. 

Businesses that missed the deadline faced up to two years of imprisonment, fines of up to $10,000, and civil penalties of up to $591 per day.

President Donald Trump called the news about the suspension “exciting” on his Truth Social platform at the time it was announced. 

“This Biden rule has been an absolute disaster for Small Businesses Nationwide,” Trump said in the post. “Furthermore, Treasury is now finalizing an Emergency Regulation to formally suspend this rule for American businesses. The economic menace of BOI reporting will soon be no more.”

There have been multiple attempts to stall the CTA by different groups since it was enacted in 2021. 

Hundreds of small businesses, including the Society of Collision Repair Specialists (SCRS), National Small Business Association, and S Corporation Association asked for the passage of different bills, such as S3625 and its companion HR5119, that would have stalled legislation; however, none of the bills have made it through Congress.

A letter sent to Congress in March 2024 says the CTA specifically burdens the smallest of businesses with reporting requirements by applying only to entities with 20 or fewer employees or less than $5 million in revenue. 

Most recently, more than 40 members of Congress sent a letter to FinCEN requesting a one-year delay on the CTA.

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Photo courtesy of rrodrickbeiler/iStock

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