Client Alert: Corporate Transparency Act Reporting Requirements are Modified Again
On February 27, 2025, the U.S. Financial Crimes Enforcement Network (“FinCEN”) announced that it would not implement any fines, penalties or other enforcement actions against reporting companies for failure to file or update their Beneficial Ownership Information (“BOI”) reports under the Corporate Transparency Act (“CTA”) until such time as an interim final rule is passed to extend filing deadlines. FinCEN estimated that its interim final rule would be issued no later than March 21, 2025 – a date which FinCEN had previously flagged as the new deadline for BOI filings in its February 18, 2025 notice. The announcement also contained a notice of proposed rulemaking later this year “to minimize burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities, as well to determine what, if any, modifications to the deadlines referenced here should be considered.”
Shortly after FinCEN’s announcement, the U.S. Department of the Treasury issued its own
statement on March 2, 2025 taking the suspension of CTA enforcement a few steps further. In its
statement, the Treasury Department proclaimed its intent to suspend all enforcement of CTA
penalties and fines against U.S. citizens or domestic reporting companies even after FinCEN’s
proposed rule changes take effect. The Treasury Department further indicated its intent to issue
additional rulemaking to narrow the scope of the rule to foreign reporting companies only.
What This Means for Reporting Companies
While the foregoing agency statements do not constitute formal substantive
amendments to the statutory language of the CTA, they have effectively suspended CTA reporting requirements and filing deadlines for U.S. businesses. These statements indicate how
FinCEN and the Treasury Department plan to approach CTA enforcement, marking the first clear
signs of the incoming Trump administration’s stance on this issue. Still, it remains to be seen
when and how the proposed rulemaking by these two agencies will play out. For now, reporting
companies should continue to closely monitor developments in CTA enforcement, and should remain prepared to file their reports in case of further changes in circumstances. The foregoing
announcements notwithstanding, FinCEN is continuing to accept BOI reports from companies
who wish to voluntarily file during this interim period.
If you have any questions regarding compliance under the Corporate Transparency Act or require assistance in meeting reporting obligations, please contact Brian W. Bisignani, Chair of the Firm’s Bankruptcy & Creditors’ Rights Practice Group, Ryan W. Morris of the Firm’s Corporate Practice Group, or the lawyer at the Firm with whom you regularly consult.
About the Authors
Brian W. Bisignani is a Principal and Chair of the Firm's Bankruptcy & Creditors' Rights Group. His practice encompasses the areas of business reorganizations and financial restructurings, commercial bankruptcy law and litigation, commercial loan restructurings, and corporate and business law.
Ryan W. Morris is an Associate in the firm's Corporate Practice Group. He concentrates his practice in the areas of business and corporate law, with an emphasis on assisting clients with matters related to entity formation and governance, regulatory compliance, corporate transactions, and general business counseling. As part of his practice, Mr. Morris routinely reviews, drafts and negotiates complex commercial contracts and agreements, and advises businesses on long-term strategies for the development and protection of their intellectual property and branding through the use of copyrights, trademarks, and trade secrets. Mr. Morris's clients include both public and privately-held for-profit companies and nonprofit organizations of varying sizes, with operations spanning multiple industries, including health care, banking and financial services, retail and hospitality, manufacturing, construction, transportation, consulting, and professional services.