Beneficial Ownership Information Reporting (Corporate Transparency Act)

Categories: Federal Tax, IRS CE
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About Course

This course addresses beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA) as it currently stands: not under the CTA’s original, broad domestic-company framework, but under the FinCEN interim final rule of March 2025, which exempted all entities created in the United States, and their beneficial owners, from BOI reporting entirely. Under the current FinCEN interim final rule, reporting obligations now apply only to foreign entities registered to do business in a U.S. state or Tribal jurisdiction. The course also addresses the CTA’s origins and litigation history, the specific mechanics still applicable to foreign reporting companies, and the ongoing litigation and legislative uncertainty practitioners should track going forward. Participants will examine the CTA’s original 2021 enactment and its 2024 effective date, the 2023-2025 litigation history culminating in the interim final rule, the current narrow reporting obligation applicable only to foreign reporting companies, the exclusion of U.S. persons from beneficial ownership disclosure, remaining exemptions including the foreign pooled investment vehicle special rule, and a practical screening algorithm for evaluating a client’s current BOI reporting status.

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What Will You Learn?

  • Identify the Corporate Transparency Act's original statutory framework and its 2023-2025 litigation history
  • Apply the March 2025 FinCEN interim final rule's exemption of domestic reporting companies and their beneficial owners
  • Identify the current reporting obligations and deadlines applicable to foreign reporting companies under the interim final rule
  • Apply the exclusion of U.S. persons from beneficial ownership disclosure, including the foreign pooled investment vehicle special rule
  • Identify the remaining litigation and legislative uncertainty surrounding the CTA's final rule
  • Apply a practical client-screening algorithm to determine current BOI reporting status under the interim final rule

Course Content

Module 1 – The Corporate Transparency Act — Origins and Litigation History
The CTA's 2021 enactment and January 1, 2024 effective date; the original 23 exemption categories; the Texas Top Cop Shop and Smith v. Treasury litigation; the Fifth Circuit's back-and-forth stays; the Supreme Court's January 2025 stay.

  • The Corporate Transparency Act — Origins and Litigation History

Module 2 – The 2025 Interim Final Rule and the Domestic Company Exemption
The March 2025 FinCEN interim final rule; the revised definition of reporting company; the exemption of all domestic entities and their beneficial owners; the rule's stated rationale and current legal status.

Module 3 – Current Obligations for Foreign Reporting Companies
Deadlines for existing and newly registered foreign reporting companies; the exclusion of U.S. persons from beneficial ownership disclosure; the foreign pooled investment vehicle special rule; remaining exemption categories.

Module 4 – Ongoing Uncertainty and the Practitioner Screening Algorithm
Pending litigation in the Ninth, Fourth, and Fifth Circuits; Supreme Court cert petitions; pending legislation (H.R. 425 and S. 4419); a step-by-step client screening algorithm; penalties and recordkeeping considerations.

Final Assessment – Beneficial Ownership Information Reporting (Corporate Transparency Act)
Complete the following final examination. A passing score of 70% (7 out of 10) is required to receive CE credit.

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