Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies

SOURCE: https://home.treasury.gov/news/press-releases/sb0038

The scope of the Corporate Transparency Act (CTA) has been vastly curtailed by the United States Treasury. This law required “domestic” and “foreign reporting companies” to file Beneficial Ownership Information Reports.

Over the past year, tremendous misinterpretation of the CTA has occurred—leading a majority of business owners to wrongly presume their business entity was a “domestic reporting company” under 31 C.F.R. § 1010.380(c)(1)(i). What most failed to realize is that the term “domestic” for the purposes of 31 C.F.R., Ch. X (which BOIRs fall under) is defined at 31 C.F.R. § 1010.100(o) and reads as follows:

(o) Domestic. When used herein, refers to the doing of business within the United States, and limits the applicability of the provision where it appears to the performance by such institutions or agencies of functions within the United States.

What this means, is that if an entity is not among “… such institutions and agencies…” so defined, then it is not “domestic” for the purposes of Ch. X. And if not “domestic” under Ch. X, then it is not a “domestic reporting company” under the CTA. In short, the CTA applied to a narrow scope of money businesses—not every entity created in the country.

Going forward, the Treasury will only require BOIRs from “foreign reporting companies.” The practical effect of this is that the CTA will not be inappropriately complied with by most Americans through a voluntary misapplication of the law. And that’s great news!

“When one intends the facts to which the law attaches consequences, he must abide the consequences whether intended or not.”

Texas v. Florida, 306 U.S. 398, 400 (1939)