Corporate Transparency Act

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In 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments and issued guidance to modernize the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) when a person acquires more than 5% beneficial ownership of a voting class of equity securities registered under Section 12 of the Exchange Act.  Unless a filer is eligible to file a Schedule 13G, any person who acquires beneficial ownership of more than 5% of a voting class of registered equity securities is required to file a Schedule 13D, which includes information about the filer and the underlying issuer, the type and amount of registered equity securities beneficially owned by the filer, the source and amount of funds used by the filer to acquire the registered equity securities, the purpose of the filer’s transactions in the registered equity securities and more.  However, certain qualified institutional investors (QIIs)ꟷsuch as registered investment advisers, registered investment companies, insurance companies, broker-dealers, and banksꟷcertain passive investors and certain exempt investors are eligible to file a shorter statement on Schedule 13G.

As promised, FinCEN has adopted its interim final rule and narrowed the filing requirements for Beneficial Ownership Information (“BOI”) reporting under the Corporate Transparency Act (“CTA”). This rule exempts U.S. entities from BOI reporting requirements and only requires foreign reporting companies to report.

Per the interim final rule, entities previously defined as “domestic reporting companies”…

FinCEN and the Department of the Treasury both provided updates this week regarding the Corporate Transparency Act.

On February 27, FinCEN announced that it would release an interim final rule before the current filing deadline of March 21. It will not issue any fines, penalties, or other enforcement actions against any companies (foreign or domestic)…

Beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are now back in effect. As a result, all entities subject to the CTA are once again obligated to file BOI reports with FinCEN.

Following the most recent order from the U.S. District Court for the Eastern District of Texas in Smith v.

On January 23, 2025, the United States Supreme Court granted the government’s application for stay of a recent district court’s preliminary injunction of the enforcement of the Corporate Transparency Act (CTA). With that being said, a separate district court order enjoining enforcement of the CTA remains in effect. Despite the Supreme Court’s decision, FinCEN has…