CTA Update: Changes to Filing Requirements and Foreign Company Clarification

On February 27, 2025, the Financial Crimes Enforcement Network announced it would not impose fines or penalties on reporting companies for failure to file their beneficial ownership information reports on or before March 21, 2025. On March 2, 2025, the Department of the Treasury gave further clarification on X, announcing that it would “narrow the scope of the CTA to foreign reporting companies only.”

Therefore, in the coming weeks, we may see a substantial deconstruction of the statute that alleviates all corporate entities formed directly in the United States of their CTA filing obligations. However, it is not yet clear how or whether the definition of foreign reporting companies will be revised as often foreign entities form US holding companies for their US operations.

We will continue to keep you updated with new developments as they occur, but if you have any questions in the interim, please contact our CTA Task Force by calling our offices at (516) 599-0888 or messaging Jim Black (jblack@frblaw.com) or Alexander Migliorini (amigliorini@frblaw.com).