Since January 1, 2024, the Corporate Transparency Act (CTA) has introduced a new requirement in the United States: declaring the identity of beneficial owners of certain entities to the Financial Crimes Enforcement Network (FinCEN), an agency of the U.S. Department of the Treasury.
But in March 2025, a major change occurred: the scope of the CTA was revised, and many entities that were initially covered are now exempt.
French executives with a company or structure registered in the United States therefore need to understand what has changed, whoremainssubject to the rules, and how to become compliant.
1. What is the Corporate Transparency Act?
The CTA, adopted in 2021, aims to strengthen financial transparency and combat:
● money laundering,
● corruption,
● the use of shell companies for fraudulent purposes.
It requires certain entities, known as “Reporting Companies,” to file a Beneficial Ownership Information Report (BOI Report) with FinCEN,containingthe identity of the individuals who own orsubstantially controlthe company.
2. Which companies are concerned?
Since the interim final rule of March 25, 2025, the definition of covered entities has been
revised. Only Foreign Reporting Companies are now concerned.
That is:
● entities created outside the United States,
● but registered with a U.S. Secretary of State to do business in the United States,
● and not covered by one of the 23 exemptions provided by law.
● Domestic Reporting Companies are now exempt.
This includes most:
● LLCs created in the United States,
● U.S. corporations,
● local limited liability structures.
This is a major change:a large portionof U.S. companies created by French entrepreneurs are no longer subject to the CTA.
Source: https://www.fincen.gov/boi/small-entity-compliance-guide
3. What information must be declared?
Entities thatremainsubject to the CTA (non-exempt foreign reporting companies) must declare:
● Full name of the beneficial owner,
● Date of birth,
● Current residential address,
● Number and type of identification document (passport, driver’s license…),
● Image of the document.
The information must be filed through FinCEN’s secure portal: https://boiefiling.fincen.gov
Filing deadlines (rules in force in 2025)
According to FinCEN:
● Entities registered before March 26, 2025: filing due by April 25, 2025
● Entities registered on or after March 26, 2025:
→ 30 days after registration to file the BOI Report
Any change (sale of shares, arrival of new partners, change of address, etc.) must be reported within 30 days.
4. Risks of non-compliance
In the event of failure to file, late filing, or false information, the penalties provided by FinCEN are severe:
● $500 per day of delay (civil penalty),
● up to $10,000 in criminal fines,
● up to 2 years of imprisonment in the event of willful violation.
These penalties now apply only to entities still subject to the CTA, namely non-exempt foreign reporting companies.
5. What French or Franco-American executives must do
To verify compliance:
1.Determinewhether their entity is still subject to the CTA
→A very largenumber of U.S. LLCs are no longer subject since March 2025.
→ Companies created outside the United States but registered tooperatein the U.S. are the main ones concerned.
2.Identifybeneficial owners (BOI) Individuals holding:
● 25% or more, or
● substantial control.
3. Prepare the required documents
Identification documents + addresses.
4. File the BOI Report via the FinCEN platform
🔗 https://boiefiling.fincen.gov
5. Update any changes within30 days
6. Document compliance within the company’s governance
(particularly useful for Franco-American subsidiaries and holding companies.)
Conclusion
TheCorporate Transparency Act evolved significantly in 2025.
Whilemany U.S. companies are no longer affected, foreign companies registered in the
UnitedStatesremainsubject to strict transparency obligations.
For French executivesoperatingin the United States, it is essential to:
● verify whether their structure still falls within the scope of the CTA,
●comply withthe updated deadlines,
● maintain clear documentation to avoidany futurepenalties.
At USA France Financials, we help our clients navigate these new obligations and French internationalcompliance requirements.
Olivier
Partner, USA France Financials
Future written communications may be in English only. This material is for educational purposes only. Guardian its subsidiaries, agents, and employees do not provide legal advice, nor do they provide guidance on the Corporate Transparency Act. Individuals should consult their own qualified attorney regarding their specific legal obligations.
Compliance Code8762762.1