Corporate Transparency Act (CTA)

Assisting clients in compliance with new federal reporting requirements on private businesses.

The Corporate Transparency Act (CTA), which came into effect on January 1, 2024, mandated the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) collect information on certain businesses, including beneficial ownership by individuals, and establish a national corporate registry of such information. Most business entities in the U.S. are created pursuant to state law, and there is a considerable degree of variability in those laws regarding their applicable standards of disclosure regarding beneficial ownership. With the CTA, Congress opted for a federalized approach for the reporting of key corporate information.

However, on March 21, 2025, FinCEN issued an interim final rule (IFR) announcing that it would no longer require domestic reporting companies to report their beneficial owners and, in addition, would no longer require any reporting company (whether foreign or domestic) to report their beneficial owners who are “U.S. persons.” However, foreign reporting companies —entities created in a foreign jurisdiction but registered to do business in the U.S.—are still required to report their non-U.S. beneficial owners. While a final rule has not been issued, it is clear that the current administration intends to substantially roll back the reporting provisions of the CTA.

Prior to the CTA coming into effect in 2024, the firm mobilized a working group to assist clients who would be impacted. This working group continues to assist and advise foreign reporting companies on their CTA compliance obligations and is prepared to assist domestic reporting companies should CTA enforcement be restored. The team includes regulatory, tax, and corporate attorneys from across the firm who have provided regular updates over the act’s initial implementation and eventual enforcement pause.

Our CTA guide, published in December 2023, remains available to define key terms and concepts associated with the act, including which companies were initially required to report under the CTA, reporting exemptions, reporting timelines, penalties for noncompliance, and other vital information.