The Corporate Transparency Act (CTA) implementation has changed with some frequency. We will be keeping you up to date on this page. Here is the latest as of March 26, 2025:

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule revising certain aspects of the Corporate Transparency Act (CTA) reporting requirements. The interim rule provides significant relief to U.S. entities, exempting them from the requirement to report beneficial ownership information (BOI) to FinCEN. The Federal Register announced that it will publish the Interim Rule on March 26, 2025. The rule will remain in effect until a final rule is issued, following a 60-day public commentary period. Further revisions may follow based on the feedback received during this period before the final rule is issued. Below, we highlight the key points of this interim final rule and provide a brief analysis of its potential implications.

Key Changes Under the Interim Final Rule:

1. Exemption for U.S. Entities: As of March 21, 2025, U.S.-formed entities (including corporations, limited liability companies, and other business structures registered under U.S. law) are no longer required to report BOI under the CTA. This includes both new entities and existing businesses that were previously obligated to file BOI reports with FinCEN. The rule excludes U.S. entities from filing initial, updated, or corrected BOI reports. This marks a major shift in the compliance landscape, as U.S. companies are now exempt from this burden.
2. Continued Reporting Requirement for Foreign Entities: While U.S. entities are exempt, foreign entities that register to do business in the U.S. remain subject to the CTA’s BOI reporting requirements. These foreign companies must still disclose their beneficial ownership to FinCEN unless they qualify for an exemption. Notably, foreign companies are not required to report any U.S. persons as beneficial owners, and U.S. persons are similarly exempt from reporting their ownership interest in foreign entities.
3. Implications for U.S. Persons and Foreign Entities: Neither U.S. persons who are beneficial owners of foreign reporting companies are required to report their ownership information, nor foreign entities are required to report on U.S. persons as beneficial owners. This change reduces the compliance burden for U.S. individuals who may have previously been required to disclose their ownership interest in foreign businesses under the CTA.
4. Extended Deadline for Foreign Entities: Foreign reporting companies now have a 30-day extension from the date of publication of the rule (or from the date of their U.S. registration, whichever is later) to file their initial BOI reports. This extension provides foreign companies with additional time to comply with the new reporting requirements.

Why the Change?
The interim final rule reflects the current administration’s efforts to reduce regulatory burdens on businesses. By exempting U.S.-formed entities from BOI reporting, the rule aligns with Executive Order 14192, which seeks to minimize unnecessary compliance costs. FinCEN’s decision to remove the reporting obligation for domestic companies is projected to relieve businesses from an estimated first-year compliance cost of $21.7 billion, with small businesses particularly benefiting from this reduction.

However, FinCEN has emphasized that foreign entities still pose a higher risk of involvement in illicit financial activities, which is why BOI reporting remains mandatory for these companies.

What’s Next?
The interim final rule is currently open for public comment, and FinCEN is seeking feedback on the exemptions and other provisions. The agency intends to issue a final rule later this year, so businesses should be aware that further modifications to the reporting requirements may still occur.

Uncertainty Regarding Previously Filed Reports
As of the publication of this interim final rule, it is unclear whether companies that have already filed BOI reports with FinCEN will have any recourse to request the removal of such information from the agency’s database. FinCEN has not yet provided guidance on how it will handle these previously submitted reports. We will continue to monitor any updates from FinCEN on this matter.

What This Means for Your Business:

• U.S.-formed entities: If your company is formed in the U.S., you are no longer required to comply with the CTA’s BOI reporting requirements.
• Foreign entities: If your company is foreign-formed and registered to do business in the U.S., you are required to file a BOI report with FinCEN, but you are not required to include any U.S. persons as beneficial owners.
• U.S. persons with foreign entities: U.S. individuals with ownership in foreign companies are not required to report this information under the new rule.

Given the dynamic nature of the CTA reporting requirements, we encourage all businesses to stay updated on further developments, as FinCEN may issue additional guidance. If you have already submitted BOI reports and are concerned about the impact of the interim final rule, please reach out to our team for advice on potential next steps.

We will continue to monitor this evolving situation and provide updates on any significant changes that may affect your compliance obligations under the CTA.

For More Information
For more detailed information on this interim final rule, you can visit the FinCEN press release here or our Firm’s CTA blog.

Please do not hesitate to contact us if you have any questions or concerns regarding these changes.

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This was accurate as of March 6, 2025:

On February 27, 2025, the Financial Crimes Enforcement Network (FinCEN) announced that it will not impose fines, penalties, or other enforcement actions against companies that fail to file or update their beneficial ownership information by the upcoming deadline of March 21, 2025.

FinCEN also intends to issue an interim final rule before March 21, 2025, extending the deadlines for beneficial ownership reporting. As part of this process, FinCEN will solicit public comments on the rule to minimize the burden on small businesses, while ensuring that the beneficial ownership information remains valuable for national security purposes.

On March 4th, 2025, the U.S. Department of the Treasury issued a similar statement, confirming that it will not enforce penalties or fines against U.S. citizens, domestic reporting companies, or their beneficial owners after the new rule changes take effect. Additionally, a separate rule will be issued to address reporting requirements for foreign companies.

Given the ongoing regulatory changes, we will continue to closely monitor developments and provide updates on any further modifications that may impact our clients’ compliance obligations.

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This was accurate as of February 19, 2025:

Following the February 18, 2025, ruling by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., the Financial Crimes Enforcement Network (FinCEN) has announced that beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are back in effect. Recognizing that businesses may require additional time to comply, FinCEN has extended the filing deadline for most reporting companies to March 21, 2025.

Key Takeaways

1. BOI Reporting is Now Mandatory: Companies that meet the definition of a “reporting company” under the CTA must now comply with the BOI reporting requirements, following the lifting of the prior injunction.
2. New Compliance Deadline – March 21, 2025
   • The vast majority of reporting companies must file their initial BOI reports by March 21, 2025.
   • Companies previously assigned a later deadline (e.g., those qualifying for disaster relief) should adhere to their original deadlines.
   • Entities covered by the court decision in National Small Business United v. Yellen remain exempt for now.
3. Potential Further Modifications: FinCEN has indicated that it may revise deadlines further and prioritize reporting requirements for entities posing significant national security risks. Additionally, FinCEN intends to initiate a rulemaking process to ease compliance burdens for lower-risk entities, including many U.S. small businesses.
4. Filing Process and Compliance Guidance: Reporting companies should submit their BOI reports via FinCEN’s E-Filing system.

Recommended Actions

1. Immediate Preparation: Companies that have not yet filed should take steps to comply with the March 21, 2025, deadline.
2. Legal Review: Businesses should consult with legal counsel to confirm their specific filing obligations and ensure full compliance with the CTA.
3. Ongoing Monitoring: Given the evolving regulatory landscape, companies should stay informed of any further guidance or modifications issued by FinCEN.

For further assistance or clarification regarding your company’s BOI reporting obligations, please contact our Corporate or Tax attorneys. We are closely monitoring developments and will provide updates as they arise.

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This was accurate as of January 23, 2025:

As of January 24, 2025, the filing obligations for the Corporate Transparency Act (CTA) beneficial ownership information (BOI) reporting requirements remain on hold despite recent Supreme Court action. While the Supreme Court lifted the nationwide preliminary injunction issued in Texas Top Cop Shop, Inc. v. McHenry, a separate nationwide injunction remains in effect under Smith v. U.S. Department of Treasury, thereby maintaining the voluntary nature of CTA reporting for the time being.

1. Recent Legal and Legislative Developments

A. Supreme Court Involvement

On January 23, 2025, the U.S. Supreme Court issued a stay of the nationwide preliminary injunction in Texas Top Cop Shop, Inc. v. McHenry (Case No. 24A653). However, due to a separate nationwide injunction issued on January 7, 2025, in Smith v. U.S. Department of Treasury (Case No. 6:24-CV-336, U.S. District Court, Eastern District of Texas), CTA reporting obligations remain unenforceable. The Department of Justice has not yet filed an appeal in Smith, and it is uncertain whether the new administration will choose to challenge this ruling.

B. Expedited Appeals Process

The U.S. Court of Appeals for the Fifth Circuit has set a briefing schedule for February 2025, with oral arguments scheduled for March 25, 2025, regarding Texas Top Cop Shop, Inc. v. McHenry. Additionally, any future appeal of Smith could further shape the enforcement landscape.

C. Potential Legislative Action

Congressional discussions about the CTA’s future are gaining traction. Two bills, H.R. 425 and S. 100, have been introduced in Congress proposing to repeal the CTA, which created the BOI reporting mandate. Given the shifting political and regulatory landscape, companies should closely monitor legislative developments that could impact future compliance obligations.

II. Current Alternatives for Reporting Companies

A. Stay Prepared for Immediate Compliance

While reporting is currently voluntary, we strongly recommend that companies prepare to file their BOI reports as soon as possible. This readiness ensures prompt action if the injunction is stayed or lifted, reducing the risk of non-compliance if the deadlines are reinstated with little notice.

B. Consider Voluntary Compliance

Some companies may choose to file their BOI reports now, even while the injunction remains in place, as a proactive measure to prepare for future compliance and avoid a scramble if the injunction is stayed or lifted. FinCEN has advised that reporting companies may voluntarily submit beneficial ownership reports. This decision should be guided by your organization’s risk tolerance and operational priorities.

C. Monitor Penalty Risks and Developments

Under the current injunction, there is no risk of penalties for delayed filings, as FinCEN has confirmed that BOI submissions are not mandatory at this time. However, the regulatory environment remains fluid, with potential appeals and legislative action on the horizon. Companies should remain vigilant and monitor legal and regulatory updates closely.

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This was accurate as of December 26, 2024:

Reporting companies are once again required to comply with the Corporate Transparency Act (CTA) beneficial ownership information (BOI) reporting requirements, although the deadline has been shifted slightly to allow those companies required to report more time. A federal court in a challenge to the CTA, Texas Top Cop Shop, Inc. v. Garland, et al., had temporarily halted enforcement, but on December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit overturned that injunction.

The new reporting deadlines are as follows:

• Companies created or registered before January 1, 2024: The initial BOI report deadline has been extended from January 1, 2025, to January 13, 2025.
• Companies created or registered on or after September 4, 2024: Companies with a filing deadline falling between December 3, 2024, and December 23, 2024, now have until January 13, 2025, to submit their BOI reports.
• Companies created or registered between December 3, 2024, and December 23, 2024: These companies are granted an additional 21 days from their original filing deadline to submit BOI reports.
• Companies created or registered on or after January 1, 2025: These companies must file their BOI reports within 30 days of receiving actual or public notice of their creation or registration.
• Companies qualifying for disaster relief: Extended deadlines may apply if they fall beyond January 13, 2025. These companies should adhere to whichever deadline occurs later.

Here is what we recommend for those obligated to report:

• Prepare to File by January 13, 2025, as time is of the essence. Businesses that have not yet filed their BOI reports should ensure that all information has been gathered and that the BOI report is prepared for submissions well before the new deadline of January 13, 2025.
• Companies formed after December 3, 2024, should consult with their legal counsel to confirm their specific filing deadline. The filing deadline may differ for reporting companies, so please reach out to our team for further information.

All businesses should remain informed of all pending legal challenges to the CTA that remain unresolved. This case is just one of the several that remains pending and addresses the CTA’s constitutionality. Therefore, additional developments are likely forthcoming that may impact compliance obligations in the near future.