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Suppose you are considering expanding your business to the United States or have already entered the U.S. market. In that case, you may need to comply with the Corporate Transparency Act (CTA), which came into effect on January 1, 2024.
The CTA requires most non-U.S.-formed businesses that are registered to do business in the United States to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN), with some exceptions.
The purpose of the CTA is to provide the U.S. federal government with greater transparency on business ownership, primarily to combat money laundering and other illicit activities. This requirement is similar to Ultimate Beneficial Owner (UBO) registers that many countries, including EU member states, have already implemented. Similarly, non-compliance with the CTA carries serious consequences, including civil and criminal penalties for failure to report for the company and its responsible individuals.
Who Must File?
If your EU business is operating in the United States as a registered foreign entity, you likely need to comply with the CTA as a Reporting Company:
- Non-U.S. businesses, such as a Czech s.r.o., a German GmbH, or other foreign entities, that are registered to do business in the United States (e.g., as a foreign corporation or foreign LLC) are required to file a Beneficial Ownership Information (BOI) report with FinCEN.
The BOI filing requirement does not apply if your EU business:
- Falls within the 23 exemptions for specific types of entities, such as banks, insurance companies, and large operating companies, or
- Has only U.S. persons as beneficial owners.
Also, under the Interim Final Rule published on March 21, 2025, domestic entities, such as Delaware corporations, are no longer required to report, regardless of ownership, as they have been temporarily excluded from the definition of "Reporting Company."
What to File?
If your EU business is subject to CTA reporting, you must provide the following in a BOI report:
- Business name(s)
- U.S. address for the business
- Jurisdiction of formation and state of U.S. registration
- Taxpayer Identification Number (TIN)
- Personal details of beneficial owners, anyone who exercises substantial control or owns at least 25% of the company, including:
- Full legal name
- Date of birth
- Residential address
- Copies of identification documents (e.g., passport or government-issued ID)
For companies registered after January 1, 2024, the company applicants (individuals involved in the company’s registration process) must also be disclosed unless they are U.S. persons.
When to File?
The BOI reporting deadline has been extended to April 20, 2025, for already registered Reporting Companies, previously set to March 21, 2025. For newly registered Reporting Companies it is 30 days from the date the entity registers to do business in the United States, whichever is later.
How We Can Help
If your EU business is planning a new U.S. subsidiary or already operating in the United States as a foreign registered entity, and you are unsure about your BOI reporting obligations under the CTA, we can assist you with the following and more:
- Incorporating or registering your business in the United States
- Assessing whether you or your business must file under the CTA or is exempt
- Reviewing and advising on filing requirements
- Applying for a Taxpayer Identification Number (TIN)
- Ensuring your BOI report is correctly compiled and submitted to FinCEN
- Helping you navigate regulatory compliance across U.S. and EU jurisdictions
Contact us to ensure your business remains compliant with U.S. regulations.
About the Author
Juan M. Chaves Pernett, Esq. is a lawyer from the United States who has lived in the Czech Republic since 2019 and has focused his practice on helping business owners achieve their goals in the United States. Juan has focused his practice on advising Czech and EU clients on various matters of business law, regulatory compliance, and immigration – through an international perspective on how to approach legal issues arising on both sides of the Atlantic.
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