Corporate Transparency Act Final Interim Rule

In the latest development on the ongoing legal challenges to the Corporate Transparency Act (CTA), the U.S. Department of Treasury’s Financial Crimes Enforcement Network  (FinCen) issued a final rule to exempt all U.S. domestic companies and U.S. persons from the CTA’s filing requirements. FinCen’s final rule concludes a tumultuous year of litigation and rulemaking for all domestic businesses and U.S. owners.

For those who have been following the latest developments of the CTA, judicial injunctions and FinCen announcements in 2024 and 2025 have caused significant confusion among business owners on their filing requirements. FinCen’s objectives with the earlier CTA rules were implemented to combat anonymous shell companies laundering illicit proceeds into the U.S. market. The new interim final rule balances the need to combat illicit money laundering versus the cost and privacy concerns for legitimate business owners to comply with the CTA.

The previous CTA rule required all owners of a registered business to report the beneficial ownership information to FinCen. After a series of federal court injunctions and stays, FinCen has announced in early March that the agency would not enforce the BOI requirements against U.S. registered companies. However, the earlier March announcement only addressed enforcement but did not legally repeal the reporting requirements.

The March 21 final interim rule now fixes this ambiguity and legally excludes reporting requirements to FinCen for all U.S. registered business and U.S. persons. Under the current final rule, only businesses registered under foreign law and registered to conduct business in any U.S. state or territory must file the beneficial ownership information (BOI) to FinCen. All U.S. persons as defined under the Internal Revenue Code are exempt from filing requirements with respect to any reporting company including a foreign registered company.

It is possible that we may still see new changes to the CTA rules. However, this new interim rule will hopefully conclude the tumultuous saga of the CTA. AAMFT will monitor and keep our members up to date if FinCEN amends the reporting requirements.

Beyond the federal CTA rule, several states are considering their own reporting requirements. New York passed the New York LLC Transparency Act (NYLTA); however, a recent amendment delayed its implementation for reporting owners of an LLCs registered or operating in New York to January 1st, 2026. Maryland and California are also considering passing similar legislation. Now that the federal rule is less restrictive, we may see several states revamp their own enforcement.

For more information, please visit FinCen’s FAQ page.