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FinCEN rule removes CTA’s BOI requirements for US companies

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The Treasury Department’s Financial Crimes Enforcement Network issued an interim final rule Friday removing the requirement  under the Corporate Transparency Act for U.S. companies and people to report beneficial ownership information to FinCEN.

In the interim final rule, FinCEN revised 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.

The move reflects an announcement earlier this month in which FinCEN said it would no longer enforce the CTA, nor enforce any penalties or fines associated with beneficial ownership reporting under the existing regulatory deadlines, but left open the possibility of enforcing it against foreign companies, saying it planned to issue a proposed rulemaking that would narrow the scope of the rule to foreign reporting companies only. 

Under the 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 BOI to FinCEN under 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 will apply for foreign entities that are reporting companies:

  • Reporting companies registered to do business in the U.S. before the date of publication of the interim final rule must file BOI reports no later than 30 days from that date.
  • Reporting companies registered to do business in the U.S. 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 said Friday it’s accepting comments on this interim final rule and intends to finalize the rule this year.

If finalized, the rule would exempt more than 99% of entities from reporting their ownership information under the statute, according to advocacy groups.

“Treasury’s proposal contradicts decades of evidence that sanctions evaders, tax cheats, and fentanyl traffickers rely on anonymous U.S. companies to stash their illicit cash in the U.S. financial system,” said Ian Gary, executive director of the FACT Coalition, in a statement Friday. “This decision is tantamount to nullifying the statute and is very unlikely to be upheld in court. Treasury must take these legal and constitutional considerations into account as part of the rulemaking.”

The interim final rule is designed to formalize unusually abrupt announcements made earlier this month by the Treasury Department and President Trump that the Treasury would halt enforcement of the CTA, advocates noted. The announcements were made despite the fact that the law passed with the support of the first Trump administration.

“District attorneys around the country strongly support the Corporate Transparency Act as an indispensable tool for combating the fentanyl epidemic, transnational crime, terrorism financing, and other illicit activities,” said Nelson Bunn, Executive Director of the National District Attorneys Association, in a statement.Access to beneficial ownership information is a necessity for prosecuting crimes. Treasury’s interim final rule threatens to deny law enforcement the vital information they need to pursue illegitimate business fronts that jeopardize U.S. national security and public safety. If finalized without amending, this proposal will undermine Congress’s intent and stunt efforts to achieve justice across the nation.” 

The CTA was signed into law as part of the National Defense Authorization Act of 2021 and requires individuals with an ownership interest in a limited liability company to disclose personal data to the Treasury Department’s Financial Crimes Enforcement Network as a way to deter illicit activity such as money laundering, tax fraud, drug trafficking and terrorism financing by anonymous shell companies. Failure to comply could result in up to two years of jail time and a $10,000 fine per violation. 

Under the CTA statute, the Treasury has the authority to make reporting exemptions only with concurrence from the Department of Homeland Security and Attorney General that reporting by the entities in question “would not serve the public interest” and “would not be highly useful in national security, intelligence, and law enforcement agency efforts to detect, prevent, or prosecute money laundering, the financing of terrorism, proliferation finance, serious tax fraud, or other crimes.” Two decades of evidence compiled by Congress and Treasury’s own risk assessments that “[s]hell companies and the lack of timely access to beneficial ownership information…are distinct vulnerabilities in the U.S.” anti-money laundering system would suggest that the proposal violates the plain language of the Act.  

“Today’s decision threatens to make the United States a magnet for foreign criminals across the world,” said Scott Greytak, director of advocacy for Transparency International U.S., in a statement. “The decision tells criminals — fentanyl traffickers, human traffickers, terrorist organizations, corrupt officials — that they can evade the most powerful anti-money laundering law since the PATRIOT Act by choosing to set up a shell company for their criminal operations anywhere in the United States.”

The National Federation of Independent Business, a small business advocacy organization that had sued to stop the Corporate Transparency Act, praised the interim final rule.

“NFIB has been steadfast since the beginning that this onerous requirement is a massive intrusion into small businesses’ privacy and creates an unprecedented new government database on Americans. We agree with President Trump that requirements from the Corporate Transparency Act are ‘outrageous and invasive,'” said NFIB president Brad Close in a statement. “NFIB will continue to work with Congress to put the Administration’s actions into law and repeal the CTA fully. Furthermore, Congress should direct FinCEN to immediately destroy all of the data that was already submitted by small businesses out of fear they would face fines and prison time.”

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IRS sets new initiative with banks to uncover fraud

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The Internal Revenue Service’s Criminal Investigation unit has embarked on a new initiative for engaging with financial institutions as it makes greater use of banking data to uncover tax and financial fraud. 

IRS-CI released FY24 Bank Secrecy Act metrics Friday, demonstrating how it uses BSA data to investigate financial crimes. During fiscal years 2022 through 2024, 87.3% of IRS-CI’s criminal investigations recommended for prosecution had a primary subject with a related BSA filing, and adjudicated cases led to a 97.3% conviction rate, with defendants receiving average prison sentences of 37 months. IRS-CI also leveraged BSA data to identify $21.1 billion in fraud linked to tax and financial crimes, seize $8.2 billion in assets tied to criminal activity, and obtain $1.4 billion in restitution for crime victims.

Under the BSA, which Congress passed in 1970, financial institutions use suspicious activity reports to notify the federal government when they see instances of potential money laundering or tax evasion. The SARs data is used by agencies like IRS-CI to probe money laundering and related financial crimes.

A new IRS-CI initiative known as CI-FIRST (Feedback in Response to Strategic Threats) aims to establish ongoing engagement with financial institutions. They will receive quantifiable results from IRS-CI on how the agency uses suspicious activity reports to investigate federal crimes. 

“Public-private partnerships thrive when everyone mutually benefits, and to enhance our partnership with the financial industry, we plan to launch CI-FIRST which will promote information-sharing, streamline processes and demonstrate how valuable BSA data is to criminal investigations,” said IRS-CI Chief Guy Ficco in a statement.

As part of the CI-FIRST program, IRS-CI plans to streamline subpoena requests and share pointers with financial institutions on what to include in suspicious activity reports to maximize their impact. The program will address what’s working and what can be improved, offering continuous lines of communication between partners. IRS-CI headquarters will work with larger financial institutions that have a national and international presence, while its field office personnel will work with regional and community banks and credit unions.

IRS-CI special agents ran an average of 966,900 searches each year against currency transaction reports during the last three fiscal years. Close to 1,600 cases were opened in FY24 with at least one currency transaction report on the primary subject. The data also shows that 67.4% of cases opened by IRS-CI had a subject with one or more currency transaction reports below $40,000, with 50% of currency transaction reports involving amounts less than $22,230.

BSA data has also proven to be effective in helping IRS-CI combat narcotics trafficking and pandemic-era tax fraud. Since FY20, IRS-CI used BSA data to initiate nearly 1,300 investigations with ties to fentanyl and investigate alleged employee retention credit fraud totaling $5.5 billion.

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How tax departments can avoid 2017’s mistakes ahead of the 2025 TCJA sunset

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As the expiration of key Tax Cuts and Jobs Act provisions looms, tax professionals are preparing for what could be another period of upheaval.

In 2017, when the TCJA was first enacted, tax departments struggled to keep pace with new regulations and guidance. According to our recent Bloomberg Tax survey of 434 tax professionals, 92% of tax professionals working in tax at the time reported that the TCJA’s implementation was moderately to highly disruptive, and 60% said it took a year or more to fully implement the changes. 

The coming year could bring more of the same. Eight in 10 respondents are moderately or very concerned about the potential impact of these changes. Yet many rely on outdated, manual processes that make adjusting quickly to major legislative changes difficult.

With the benefit of hindsight, tax professionals have a unique opportunity to apply the lessons of 2017 and invest in automation now to avoid repeating the same costly mistakes.

Manual processes still dominate tax departments

One of the most striking findings from our survey is that many tax professionals continue to rely on manual workflows despite the increasing complexity of tax compliance. Seventy-six percent of respondents said they still use Excel for tax calculations, and 63% manually gather data from enterprise risk management and general ledger systems to perform tax calculations.

These outdated processes create inefficiencies and make it harder for tax teams to respond quickly to legislative changes.

In its time, the TCJA was the most sweeping tax code overhaul in decades. It required tax departments to significantly modify or even replace their workpapers to reflect the changes. 

While 62% of survey respondents believe they can update their existing workpapers without major difficulty, one in four anticipate significant challenges, and 10% will need to create entirely new workpapers.

This manual burden could put firms at a disadvantage when deadlines are tight and compliance requirements shift rapidly.

Scenario modeling is challenging yet critical

When big changes are on the horizon, running multiple tax planning scenarios helps organizations make decisions and manage risk. Automated tax solutions streamline this process by allowing tax teams to evaluate different legislative outcomes and come up with strategies to address them.

Firms that lack automation in their tax workflows may have a tough time keeping up with the pace of change — especially if Congress waits until the eleventh hour to pass legislation, as was the case in 2017.

Eighty-eight percent of respondents reported it is moderately or very difficult to conduct scenario modeling for TCJA changes, and only half have started the process. One respondent noted, “We need as much lead time as possible to make changes to our models, and significant changes take even more time to incorporate. Running multiple scenarios is a very manual and difficult process.”

Quantifying the cost of inaction

Failing to invest in automation before a substantial tax law change can be a costly mistake.

Among respondents, 71% who experienced the enactment of TCJA in 2017 reported wishing they had invested earlier in tax technology to better manage the complexity of compliance updates. Manual processes not only slow response times but also drive costs, as nearly 40% of respondents anticipate a $100,000 or higher increase in consulting budgets if significant TCJA-related changes occur. 

By leveraging tax automation tools and centralized tax-focused software, firms can optimize how they engage with external consultants. Automation allows tax departments to take ownership of routine processes, such as calculations and compliance adjustments, reducing reliance on consultants for these tasks. Instead, consultants can be utilized more effectively on high-impact projects that drive strategic value, such as tax planning, risk management or navigating complex regulatory changes. This shift enables firms to streamline compliance while ensuring external expertise is directed toward creating lasting organizational benefits.

Preparation now means greater confidence going into 2026

The data is clear: firms investing in automation today will be better positioned to handle the upcoming tax changes confidently. Here’s how to get ahead:

  • Integrate tax technology. Replace manual calculations in Excel with automated tax workpapers that integrate with source data and automate data gathering and calculation processes.
  • Adopt scenario modeling tools. Invest in software that allows for real-time legislative modeling so you can analyze multiple potential outcomes before changes take effect.
  • Reduce reliance on external consultants. Implement in-house tax software to keep control over your data, reduce consulting budgets and respond quickly to regulatory shifts.

With less than a year until TCJA provisions are set to expire, the time to act is now. Taking proactive steps to automate and modernize your workflows will put you in a far stronger position than companies that wait until the last minute. 

Major tax law changes can be disruptive, but with the right technology, you don’t have to relive the turmoil of 2017. Embrace tax-focused automation to remain agile, efficient and ready to navigate whatever changes come next.

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SEC stops defense of climate disclosure rule

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The Securities and Exchange Commission voted to end its legal defense of the climate-related disclosure rule it approved last year under the Biden administration.

The climate disclosure rule was facing numerous lawsuits from business groups and a temporary stay imposed by a court, the SEC had already paused it last April after narrowly approving a watered-down rule last March. The former SEC chairman, Gary Gensler, who had pushed for the rule, stepped down in January and acting chairman, Mark Uyeda, who had voted against the rule, announced in February that he was directing the SEC staff to ask a federal appeals court not to schedule the case for argument. He cited a recent presidential memorandum from the Trump administration imposing a regulatory freeze, and he effectively paused the litigation. The vote on Thursday effectively suspends the rule.

“The goal of today’s Commission action and notification to the court is to cease the Commission’s involvement in the defense of the costly and unnecessarily intrusive climate change disclosure rules,” Uyeda said in a statement Thursday.

The SEC noted that states and private parties have challenged the rules, and the litigation was consolidated in the Eighth Circuit Court of Appals. SEC staff sent a letter to the court stating that the Commission was withdrawing its defense of the rules and that Commission counsel are no longer authorized to advance the arguments in the brief the Commission had filed. The letter stated that the SEC yields any oral argument time back to the court.

One of the SEC commissioners blasted the move and pointed to the arduous, years-long process of crafting the climate rule. “By way of politics, the current Commission would like to dismantle that rule. And they would like to do so unlawfully,” said SEC commissioner Caroline Crenshaw in a statement Thursday. “The Administrative Procedure Act governs the process by which we make rules. The APA prescribes a careful, considered framework that applies both to the promulgation of new rules and the rescission of existing ones. There are no backdoors or shortcuts. But that is exactly what the Commission attempts today. By its letter, we are apparently letting the Climate-Related Disclosures Rule stand but are withdrawing from its defense in court. This leaves other parties, including the court, in a strange and perhaps untenable situation. In effect, the majority of the Commission is crossing their fingers and rooting for the demise of this rule, while they eat popcorn on the sidelines.”

Environmental groups were critical of the SEC’s vote. “Climate change is a growing financial risk, and ending the SEC’s defense of its own climate disclosure rule is a dangerous retreat from investor protection,” said Ben Cushing, sustainable finance campaign director at the Sierra Club, in a statement. “Letting companies hide climate risks doesn’t make those risks any less real — it just makes it harder for investors to manage them and protect their long-term savings. The SEC is leaving investors in the dark at exactly the moment transparency and action is most needed.”

“The SEC was established to protect investors, and for more than 20 years, investors have clearly and overwhelmingly stated that they need more clear, consistent, and decision-useful information on companies’ exposure to climate-related financial risks,” said Steven M. Rothstein, Ceres’s managing director for the Ceres Accelerator for Sustainable Capital Markets, in a statement. “The ongoing acceleration of physical climate impacts, including the tragic fires in Los Angeles, has underscored the importance of transparency on these risks. Investors have clearly indicated they require better disclosure, with $50 trillion in assets under management broadly supportive of the rule adopted in March 2024. This is clearly a step backward in helping investors and other market participants have the information they need to manage climate-related financial risks.”  

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