March 25, 2025

New B.O.I. Regulations Under the C.T.A. are Issued by FinCEN

March 25, 2025/ Jennifer Lapper

On Friday, March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) submitted an interim final rule narrowing the existing beneficial ownership information (“B.O.I.”) reporting requirements under the Corporate Transparency Act (the “C.T.A.”). Entities previously defined as “domestic reporting companies” now are exempted from the reporting requirements. They do not have to report B.O.I. to FinCEN, or update or correct B.O.I. previously reported to FinCEN. With limited exceptions, the interim final rule does not change the existing filing requirement for foreign reporting companies. As a service to our readers, particularly those based outside the U.S., Insights has published significant excerpts from the preamble of the FinCEN interim regulations, with footnotes deleted. The preamble explains the change in rules, and does so in plain English.

January 30, 2024

Unravelling of the Matryoshka Doll – Impact of the C.T.A. on entities having nexus to the U.S.

January 30, 2024/ Ruchelman P.L.L.C.

Aimed at curbing money laundering, terrorism financing, and other nefarious activity, Congress enacted the Corporate Transparency Act (“C.T.A.”) on January 1, 2021. However, the C.T.A. became fully effective from January 1, 2024. It now requires certain domestic and foreign entities to disclose to the Financial Crimes Enforcement Network (“FinCEN”), a division of the U.S. Treasury Department, the identity of their beneficial owners and control persons. A failure to do so can attract heavy penalties. The targets of the C.T.A. are much like Matryoshka dolls, having many layers between what appears on the surface and what exists at the heart. Neha Rastogi and Stanley C. Ruchelman guide the reader through the in’s and out’s of what is likely the most invasive legislation enacted by Congress.

January 30, 2023

Removing the Cloak: the Corporate Transparency Act of 2021 — New U.S. Legislation Targeting Global Corruption

January 30, 2023/ Ruchelman P.L.L.C.

Over the years, a consensus developed overseas that the U.S. does not adhere to international beneficial ownership reporting standards. The U.S. is a member of the Financial Action Task Force, but did little to adopt the Task Force’s recommendations. Beginning in 2016, steps have been taken in the U.S. to change the view overseas. First, FinCEN adopted regulations requiring U.S. financial institutions to determine the natural persons who are the beneficial owners of accounts. This was followed by the adoption of the Corporate Transparency Act of 2021 (“C.T.A.”) in 2021. The purpose of the C.T.A. is to create a national database of information regarding individuals who directly or indirectly hold substantial control over, or own a substantial interest in, certain domestic or foreign legal entities. Recently, final regulations were published that implement the reporting obligations of the C.T.A. In her article, Bari Zahn, the founding partner of Zahn Law Group, L.L.P. in New York City, provides a detailed explanation of who must report, whose information must be reported, and when the reporting will begin.

March 30, 2022

The Last Days of Dummy Companies

March 30, 2022/ Ruchelman P.L.L.C.

The use of anonymous shell companies or “dummy companies” that may be availed of to conceal the true identities of the ultimate beneficial owners is viewed by financial regulators as a tool to facilitate money laundering and the financing of terrorism. The benefit of anonymity may soon be a thing of the past in the U.S. as well as in Europe. Amendments made to Recommendation 24 by the Financial Action Task Force, proposed regulations by FinCEN to require reporting on “beneficial owners,” and pronouncements on the I.R.S. website that explain the meaning of the term “responsible party” that must be reported when applying for an employer identification number in the U.S. all demand that a U.S. corporation report its controlling person. Ibn Spicer, an experienced attorney whose practice focuses on entertainment and corporate law, and who is currently enrolled in the LLM in Taxation Program of New York Law School, observes that the opportunities for hidden ownership are shrinking rapidly.

January 30, 2022

A C.T.A. of the C.T.A. – A Closer Targeted Analysis of the Corporate Transparency Act

January 30, 2022/ Ruchelman P.L.L.C.

The C.T.A. was enacted on Jan. 1, 2021, ad to shed light on the beneficial owners of certain entities by requiring those entities to report information on their beneficial owners and other individuals known as company applicants. Many think of it as “Son of F.B.A.R.,” but its application is much wider and is focused on small companies. FinCEN published proposed regulations on December 27, 2021, which are intended to answer questions left open in the legislation. What companies must report? What companies are exempt? Who is a control person? What are the penalties for noncompliance? Andreas Apostolides, Nina Krauthamer, and Wooyoung Lee explain all. Those who ignore the obligations to report do so at their peril.

January 24, 2021

What is the Corporate Transparency Act and What Does it Mean for Business and Incorporators?

January 24, 2021/ Ruchelman P.L.L.C.

The Corporate Transparency Act (“C.T.A.”) was signed into law during the waning days of the Trump Administration. When effective, the C.T.A. will require businesses to disclose Beneficial Owner information to FinCEN at the time of company formation and when material changes are made in a subsequent year. Roxana Diaz, Corporate Administrator in the Miami Office of Corpag Registered Agents (USA), Inc., answers the eleven most important questions that affect persons incorporating a business and the professionals providing advice or assistance in the incorporation process.

June 14, 2018

Vol. 5 No. 5: Updates and Other Tidbits

June 14, 2018/ Ruchelman P.L.L.C.

This month, Rusudan Shervashidze and Nina Krauthamer look at several interesting updates and tidbits, including (i) limited relief for transition tax, (ii) a new twist to phishing that involves fake I.R.S. calls, (iii) another twist on phony correspondence requesting W-8BEN information that is used to obtain persona information often used by banks to confirm identities of customers, and (iv) new FinCEN money transmitter rules that apply to I.C.O.’s.

August 29, 2016

Insights Vol. 3 No. 7: Updates & Other Tidbits

August 29, 2016/ Ruchelman P.L.L.C.

This month, “Tidbits” explores the following developments: (i) the extension of FinCEN reporting requirements by title companies involved in all-cash real estate transactions; (ii) a European Commission decision calling for Spain to recover over €30 million from seven Spanish soccer clubs that unlawfully received State Aid; (iii) other tax breaks involving Spain that are under consideration by the E.C.J. that could affect State Aid cases against U.S.-based companies; and (iv) new rules regarding the need to refresh I.T.I.N.’s issued to nonresident, non-citizen individuals. Kenneth Lobo, Fanny Karaman, and Galia Antebi discuss these developments.