Client Resources

Corporate Transparency Act  – US Companies Exempt From Filings Now

Foreign reporting companies will need to file a Beneficial Ownership Information Report (BOIR) with the U.S. Department of the Treasury, Financial Crimes Enforcement Network (FinCEN). This BOIR must identify the beneficial owners and anyone with “substantial control” of the reporting company. They also must identify two of the “company applicants” involved in the process of forming the entity within 30 days from the date of receiving actual or public notice of their creation or registration becoming effective to file their annual reports.

Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule on March 21, 2025, that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

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.

Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their beneficial ownership information (BOI) to FinCEN under the new deadlines detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:

• Reporting companies registered to do business in the United States before the publication date of the IFR must file BOI reports no later than 30 days after that date.
• Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year. Read more here: Corporate Transparency Act.

Corporate Kit (aka Minute Book)

The corporate kit is a collection of essential materials and documents that a corporation or LLC uses to organize and retain its official documents and records. The contents may include a corporate seal, stock or membership certificates, stock transfer/sale ledger, sample minutes, bylaws, resolutions, and blank paper for recording minutes of meetings. This is a helpful tool to remind you to keep proper records of your company’s transactions and meeting minutes to help protect your personal liability.

Corporate kits are available in electronic or paper/binder format.

• E-kits are electronic kits best for those who keep everything on a computer and no longer want hard-copy paper kits.
• Available in PDF fillable forms or in Word for full control over the content.
• Physical Corporate Kits contain a record book with a slipcase for storage, sample resolutions, minutes, bylaws, and operating agreements for easy record-keeping. Metal pocket embossing seal and 15 pre-printed membership certificates.

Employer Identification Number (EIN/Tax ID)

Every entity is assigned a number as identification for tax filing purposes with the Internal Revenue Service, called the Employer Identification Number (EIN) or Federal Tax Identification Number. The EIN is required to open a bank account, file tax returns, or when a business hires employees. You must incorporate your company before obtaining the EIN. Ensure the name is secured before filing for the EIN, or you risk repeating your application.

• If you have a U.S. Social Security Number, Corp1 can assist you in obtaining your EIN the day you request one.
• If you are a foreign citizen and registered to do business in the United States and do not have a U.S. Social Security Number or Individual Taxpayer Identification Number, Corp1 can assist you in obtaining your EIN in 4-15 business days.
• If obtaining the EIN is not urgent, you can mail the SS4 Form to the Internal Revenue Service.