Corporate Transparency Act Updates - 2025
First Published: February 24, 2025
Last updated: March 21, 2025
Authors: Ron Reynolds & Jill Miller
Timeline of Major Changes to the Corporate Transparency Act (CTA):
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This stay reinstated the BOIR obligations, requiring Reporting Companies to comply with the CTA before a new January 13, 2025 deadline.
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The District Court’s December 3, 2024 injunction was reinstated, again suspending BOIR requirements indefinitely.
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The U.S. District Court for the Northern District of Texas issued a second nationwide injunction enjoining the enforcement of the CTA.
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While this lifted the first injunction, it did not affect the second nationwide injunction issued on January 7, 2025, and FinCEN was still prohibited from enforcing the BOIR requirements.
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FinCEN is looking into revising the reporting rules and intends to issue an interim final rule that extends BOI reporting deadlines.
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The requirement for U.S. reporting companies and U.S. persons to report beneficial ownership information (BOI) is removed, and the definition of a “reporting company” is revised to mean only those entities that are formed under foreign law and have registered to do business in any U.S. state or Tribal jurisdiction.
Update - March 21, 2025
All Entities now exempt from CTA reporting requirements
On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule to remove the requirement for US companies and US persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.
The final rule revises the definition of “reporting company” to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any US State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office. FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
Update - February 27, 2025
NO Enforcement of CTA
On Thursday, February 27, 2025, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information reports pursuant to the Corporate Transparency Act (CTA) by the current deadlines (March 21, 2025 or later) until a forthcoming interim final rule becomes effective.
FinCEN recognizes the need to provide new guidance and clarity as quickly as possible and is committed to reducing regulatory burden on businesses. FinCEN intends to issue the interim final rule no later than March 21, 2025.
Update - February 18, 2025
As a result of the U.S. District Court’s (Smith v. U.S. Department of the Treasury, Eastern District of Texas) decision on February 18, 2025, staying the preliminary injunction pending appeal, beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect with a 30 day extension from February 19, 2025 (until March 21, 2025) for most companies.
If your company was previously given a reporting deadline later than the March 21, 2025 deadline, you must file your BOI report by that later deadline. An appeal in the case Texas Top Cop Shop, Inc. et al. v. Garland is also currently sitting with the U.S. Court of Appeals for the Fifth Circuit, which already granted a request for an expedited appeal. Oral arguments in that appeal are scheduled for March 25, 2025.
What’s Next:
The Financial Crimes Enforcement Network (FinCEN) has stated that it “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.” FinCEN’s announced intention to revise the rule along with potential rulings from the ongoing litigation mean that this latest announcement may not be the last word on the reporting rule.
How Hilger Hammond Can Help:
Hilger Hammond will continue to keep its clients updated on FinCEN announcements, as further adjustments to reporting deadlines may be issued within the next 30 days, as well as developments from the litigation.
For more information or assistance determining or meeting your reporting deadline, please contact your Hilger Hammond attorney.
