It’s now official: Beneficial Ownership Information (BOI) reporting per the Corporate Transparency Act (CTA) is dead for almost all entities. Late yesterday, FinCEN announced an interim final rule that effectively killed BOI reporting. As noted in the announcement:
In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
If you are a foreign entity operating in the United States you still do need to comply with BOI reporting. Otherwise, this rule appears to be dead.
An interesting sidebar that’s out of my expertise: Is it legal for the Executive Branch to disregard laws passed by the Legislative Branch (Congress)? FinCEN is an agency of the Department of the Treasury, part of the Executive Branch (headed by President Trump). Before those of you on the left say, “Trump ignores the law!,” realize that since at least 2009 Presidents/the Executive Branch have been selectively enforcing the law. This includes Presidents Obama, Trump (during his first term), and Biden. I’m decidedly not a constitutional scholar, but I definitely see issues here in the long-term. And with a decidedly more political judiciary I don’t see this changing anytime soon.
One last note: This is my last post until after April 15th (excluding the Bozo Tax Tips series that will run beginning March 31st). It’s that time of the year, as they say in the tax business.