On 03/02/25, the Treasury Department suspended enforcement of the Corporate Transparency Act (CTA). In a statement, the Treasury Department announced it will:
- not enforce any fines or penalties for failure to file a beneficial ownership information (BOI) report with FinCEN under the existing regulatory deadlines;
- not enforce any fines or penalties against U.S. citizens or domestic reporting companies or their beneficial owners after forthcoming rule changes are effective; and
- issue a proposed rulemaking, narrowing the rule’s scope to foreign reporting companies only
This announcement by the Treasury follows shortly after the Financial Crimes Enforcement network (FinCEN) announced on 02/27/25 that it will refrain from enforcement actions. FinCEN said it does plan to issue an interim final rule, extending BOI reporting deadlines.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas lifted the last remaining nationwide block against enforcing the Corporate Transparency Act (CTA), restoring beneficial ownership information (BOI) reporting requirements. The BOI reporting requirements under the CTA are once again back in effect.
To allow businesses additional time to comply, FinCEN has extended the BOI filing deadline by 30 days for most companies. The new filing deadline for the vast majority of reporting companies is March 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.
In keeping with Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.
On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry–formerly, Texas Top Cop Shop v Garland). As a separate nationwide order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) still remains in place, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. Reporting companies also are not subject to liability if they fail to file this information while the Smith order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.
On December 26, 2024, a panel of judges on the U.S. Court of Appeals Fifth Circuit court has temporarily reinstated the nationwide injunction that prevents the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) from enforcing the Corporate Transparency Act (CTA) or its implementing federal regulations. What this means is there is currently no filing requirement or penalties for not filing. Companies may continue to voluntarily file their Beneficial Ownership Information reports online.
On December 23, 2024, the Fifth Circuit Court of Appeals granted the Department of Justice (DOJ) motion to lift the injunction put in place by the Texas District Court on December 3, 2024. FinCEN has extended the filing deadline from January 1, 2025 to January 13, 2025.
On Tuesday, December 3, 2024, a federal district court finding that the Corporate Transparency Act (CTA) is likely unconstitutional, issued an order, a temporary and preliminary injunction, prohibiting the enforcement of the CTA and the beneficial ownership information (BOI) reporting rule in the CTA’s accompanying regulations.
The injunction, which according to the court should apply nationally, was issued in Texas Top Cop Shop, Inc. vs. Garland, No. 4:24-CV-478 (E.D. Texas 12/3/24).
Under the injunction, the CTA and the BOI reporting rule cannot be enforced, and reporting companies need not comply with the CTA’s Jan. 1, 2025, BOI reporting deadline pending a further order of the court.
Below please find a letter with an overview of the Corporate Transparency Act, and the new requirements related to reporting of Beneficial Ownership Information.
This is a critically important issue for everyone with any type of business interest, with possibly severe consequences if the rules are not followed.
Please take a few minutes to read this letter.
We regret that we are unable to give you advice on this matter. If you have any further questions, please seek advise from your legal counsel.