Partner Melissa Wiley was quoted in a recent article for Tax Notes titled “Interim CTA Rule Shields Domestic Owners From Reporting Requirements.”
The Corporate Transparency Act (CTA) was enacted by Congress in 2021 to provide law enforcement with greater insight into the ownership of domestic companies and certain foreign companies in order to combat money laundering, tax evasion, and other financial crimes. The law went into effect on January 1, 2024, with more than 10 million beneficial ownership reports submitted during 2024. On March 21, 2025, however, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule narrowing the definition of a reporting company to include only foreign companies registered to do business in the U.S. As a result, domestic companies no longer have to report beneficial ownership information to FinCEN, and foreign companies are only required to report beneficial owners who are not U.S. persons.
Melissa is quoted as saying, “The law has gone from requiring reporting by an estimated 30 million-plus companies in year one to affecting fewer than 12,000 companies per year.” She added that “even if a foreign company transacts business in the U.S., has assets in the U.S., or otherwise engages in activity here, so long as they don’t file the paperwork to register to do business in a U.S. state, they — just like domestic companies — are not subject to any kind of filing requirements.”
While many had argued that the CTA regulations, in their original form, placed too many burdens on small businesses whose risk of illicit financial activity is low, Melissa noted that FinCEN could have taken a more nuanced approach in the interim final rule, for example “by creating a ‘small business’ exemption narrowly tailored to exclude” those companies that truly pose a low risk. She observed that the interim final rule’s preamble does not provide “a “justification for why requiring BOI reporting from domestic entities, writ large, would not be useful to law enforcement.”
Tax Notes subscribers can read the complete article here.
About Melissa Wiley
With more than 20 years of experience in tax law, Melissa has represented a diverse range of clients, from large corporations to high-net-worth individuals, in complex disputes with federal and state taxing authorities. Known for her calm, empathetic style, Melissa excels at distilling intricate tax controversy topics into clear, actionable insights — helping her clients efficiently resolve disputes and focus on what matters most in their businesses and lives.
