BREAKING UPDATE: March 21, 2025
The government, on Friday, March 21, significantly narrowed the scope of Beneficial Ownership Information (BOI) reporting to foreign entities only. Specifically, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information to FinCEN under the Corporate Transparency Act (CTA) that was passed by Congress in 2021.
The "interim 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 U.S. state.
UPDATE: March 6, 2025
On Friday, March 2, the Treasury Department announced the suspension of enforcement of the Corporate Transparency Act (CTA) against U.S. citizens and domestic reporting companies. This follows a long legal battle in which the Treasury Department fought to enforce the Beneficial Ownership Reporting requirements of the CTA (read more about this below). Further, Treasury has stated that it will create a proposed rule that will narrow the scope of the rules to foreign reporting companies only. Read the full press release here.
UPDATE: February 20, 2025
On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith vs. U.S. Department of Treasury sided with the Department of Treasury regarding Beneficial Ownership Information reporting. FinCEN has confirmed that this decision makes BOI reporting mandatory again. The new deadline for reporting is March 21, 2025, for most companies. No injunctions currently stand in the way of FinCEN enforcing the Corporate Transparency Act and related penalties.
We will continue to update as more information becomes available.
UPDATE: January 24, 2025
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., et al. v. McHenry).
However, on January 24, the Financial Crimes Enforcement Network (“FinCEN,” a federal agency tasked with enforcing BOI reporting) posted an alert on its website in response to the Supreme Court’s ruling in the Texas Top Cop Shop case stating that reporting companies are still not required to file BOI reports because a different federal judge in Texas has stayed the CTA reporting rules (Smith vs. U.S. Department of the Treasury). FinCEN noted that reporting companies may continue to voluntarily submit BOI Reports.
We will continue to update you as we learn more.
UPDATE: January 1, 2025
On 12/31, the U.S. Department of Justice (DOJ) filed an emergency application with the Supreme Court seeking a stay of a district court's nationwide injunction blocking enforcement of the Corporate Transparency Act (CTA). Decisions on emergency stay applications at this level are often made quickly—within days or weeks—especially when enforcement of laws is halted nationwide.
This new Supreme Court filing is likely to lead to the next step on BOI enforcement prior to the scheduled February dates for the appeal case. January deadlines could be reinstated should the Supreme Court take action and issue a stay.
We will continue to keep a close watch and update you as this develops.
UPDATE: December 27, 2024
Updating the article below: As of December 27, 2024, the legal status of Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA) remains in flux due to ongoing legal proceedings.
On Friday, December 27, the appellate court reversed the stay, postponing enforcement again. Companies are not currently required to file while the case is under review, but voluntary submissions are allowed. Some legal experts recommend that businesses prepare their BOI details in case the injunction is lifted unexpectedly, as the law remains controversial but well-supported. Read more here at WSJ.com.
UPDATE: December 23, 2024
If you’re a small business owner, you’ve probably been keeping an eye on the ever-changing requirements for Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA). Well, here’s the latest: On December 23, 2024, the Fifth Circuit Court of Appeals lifted the nationwide injunction that had paused enforcement. This means BOI reporting is back, and filing deadlines are officially in play.
The Fifth Circuit’s ruling doesn’t just bring the reporting requirements back—it also provides a little breathing room for businesses. Here’s the updated scoop:
The CTA is all about transparency, aiming to crack down on financial crimes like money laundering and fraud. But with the rules back in effect, the penalties for missing deadlines are steep—think fines of up to $591 per day and even jail time for willful violations.
We know how confusing and frustrating it can be to keep up with changes like these. That’s why we’re staying on top of the latest updates and are ready to help you navigate the BOI filing process. Whether it’s preparing your paperwork or ensuring you meet the deadlines, we’ve got your back.
This continues to be an evolving story. TMA will provide updates as new information becomes available.