Corporate Transparency Update (CTA) Update: Treasure Department Announces New Rulemaking Suspending BOI Reporting Indefinitely
March 18, 2025
by Anthony Cammarata Jr.
This article provides an important update to the previous blog: The Corporate Transparency Act (CTA) and Beneficial Ownership Information (BOI) Reports Blocked by Federal Court.
Since our last update, there have been several developments regarding enforcement of the Corporate Transparency Act (CTA). On January 3, 2025, the United States Supreme Court overturned the nationwide injunction blocking enforcement of the CTA. Following that ruling, FinCEN issued a notice declaring a new filing deadline of March 21, 2025 for initial BOI reports. However, FinCEN had indicated that it would be proposing an interim final rule that further extended reporting deadlines and would not issue fines or penalties until that interim final rule was passed. As such, we continued to advise clients to take a wait-and-see approach on BOI report filing.
Recently, the United States Department of the Treasury, of which FinCEN is a part, issued a press release that dealt a significant blow to the CTA. In the press release, the Treasury Department announced that it will not be enforcing any penalties and fines associated with BOI reporting under the existing regulatory deadlines and would further not enforce any penalties or fines against U.S. citizens or domestic reporting companies after the forthcoming rule changes take effect. Instead, the Treasury Department will be issuing a proposed rulemaking that will narrow the scope of enforcement to foreign reporting companies only. That proposed rulemaking is expected to be issued by March 21, 2025.
To be clear, so long as you are a U.S. citizens or domestic reporting company, the Treasury Department is now indicating that you are relieved from the CTA’s BOI report filing requirements. Please note, the CTA is still technically effective pending Congress’s repeal of the law despite the Treasury Department’s decision not to enforce. Accordingly, failure to comply would still technically constitute a violation, for example, for the purposes of representations and warranties in a transaction.
We will continue to monitor the situation and provide updates as they develop. For now, at least, it appears that small businesses across the country are free from the oppressive and overreaching regulations established by the CTA.
Anthony Cammarata Jr. is a partner in the law firm of Flint, Connolly & Walker, LLP where he represents businesses and individuals in various legal matters.