家族办公室见解：《公司透明度法》下实益所有权报告要求的最新情况

An Update on Beneficial Ownership Reporting Requirementsunder the Corporate Transparency Act July 2026 The Corporate Transparency Act (CTA) has changed significantly since beneficial ownershipinformation (BOI) reporting requirements first took effect in January 2024. On March 26, 2025,the US Department of the Treasury (Treasury) and the Financial Crimes Enforcement Network(FinCEN) issued an interim final rule that significantly narrowed the scope of entities subject toBOI reporting. lack of timely access to beneficial ownership information asa weakness in the US anti-money laundering framework. TheCTA went into effect in 2024, and originally required domesticcompanies formed in the US and foreign entities registered todo business in the US to report their BOI to FinCEN unless anexception applied. It also sought to create a centralized federaldatabase containing beneficial ownership information for manyentities formed or registered in the US. Treasury stated that the revised rule was intended to reducecompliance burdens on US businesses, while continuing tosupport national security and law enforcement objectivesthrough a more targeted reporting framework focused onforeign entities operating in the US. The interim final rule is currently in effect as the final rule awaitsreview and approval by the Office of Management and Budget(OMB). As a result, many domestic family office structures thatwere previously expected to file BOI reports are no longersubject to CTA reporting requirements. However, severalinternational family office arrangements, offshore holdingstructures, investment vehicles and foreign-owned operatingcompanies may still fall within the CTA’s scope. What changed in 2025? Following challenges of the CTA’s scope in federal court,FinCEN issued an interim final rule in March 2025 thatsubstantially narrowed the CTA’s reach. The interim final rulealtered the BOI reporting framework by explicitly exempting“domestic reporting companies” from the term “reportingcompany.” This definitional change effectively narrowedthe term to only include entities formed under the laws of aforeign country that are registered to do business in a USstate or tribal jurisdiction through a filing with a secretaryof state or similar office. It further exempted these foreignreporting companies from reporting beneficial ownershipinformation on any US persons, and maintained that USpersons were not required to provide beneficial ownershipinformation to foreign reporting companies. In addition to FinCEN’s rulemaking, Congress has madeefforts to scale back the CTA through proposed legislation, S.4419 (introduced April 2026) and H.R. 425, the Repealing BigBrother Overreach Act (introduced January 2025). Both billswould repeal or substantially limit CTA reporting obligationsfor many privately held entities. It remains to be seen whetherthese legislative efforts will succeed. Additionally, on June5, 2026, OMB’s Office of Information and Regulatory Affairsreceived a copy of FinCEN’s final rule to review. This alert provides an overview of the revised reportingframework and highlights several considerations for familyoffices and private wealth structures. FinCEN’s stated objectives for narrowing the scope of theCTA were to eliminate the burden on domestic entities,particularly small businesses, of having to self-report while stillrequiring foreign entities, which pose greater national securityand illicit financing risks, to report. What is the CTA, and why was it enacted? Congress enacted the CTA in 2021 as part of the Anti-MoneyLaundering Act of 2020 to address public interest concernsthat anonymous legal entities could be used to facilitate moneylaundering, sanctions evasion, corruption, terrorist financing,tax crimes and other illicit activities. The CTA also served as aresponse to longstanding criticism from the Financial ActionTask Force, a global financial watchdog that had identified the The interim final rule became effective upon publication in theFederal Register on March 26, 2025. Who must report? Do the 23 exemptions still apply? For most family offices, the threshold question is now whethera foreign entity qualifies as a “foreign reporting company.”A foreign reporting company is an entity that both: Yes. Although the number of entities subject to the CTA has beensignificantly reduced, the statutory exemptions remain inplace and continue to play an important role in determiningwhether a foreign reporting company must file BOI reports. •Is formed under the laws of a foreign jurisdiction•Registers to do business in a US state or tribal jurisdictionthrough a filing with a secretary of state or similar office For family office clients, some of the more relevantexemptions include the following: If a foreign entity is not registered to do business in the US,the CTA will generally not apply. Importantly, the reportingobligation turns on where the reporting entity is organizedand whether it is registered to do