2025 NEW UPDATE: Corporate Transparency Act (CTA) – Reporting Requirements Revived

The Corporate Transparency Act (CTA), which went into effect on January 1, 2024, mandates that almost all LLC owners submit annual beneficial ownership reports (BOI) to the Financial Crimes Enforcement Network (FinCEN).
However, things have been changing daily with respect to the enforcement of the CTA. Check here for updates.

2025 UPDATE

March 21, 2025 - FinCEN issued an interim final rule declaring that companies organized in the United States are no longer subject to the beneficial ownership reporting requirements of the Corporate Transparency Act. The interim final rule clarified that only entities defined as “foreign reporting companies” are required to submit BOI reports.

• New Definition of Reporting Company: Under the new guidance, only those entities that are formed under the laws of a foreign country and have registered to do business in any U.S. state or tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly “foreign reporting companies”) are now simply deemed “reporting companies.”
• Reporting Deadline:
  • Any entity that became a reporting company before the date of publication of the interim final rule in the federal register is required to file a report no later than 30 days after the date of publication.
  • Any entity that becomes a reporting company on or after the date of publication of the interim final rule in the federal register is required to file a BOI report within 30 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice.
• Exemption for Domestic Owners: Reporting companies are no longer required to report beneficial ownership information of any U.S. persons who are beneficial owners of the foreign reporting company. U.S. persons are not required to provide such information to any foreign reporting company of which they are a beneficial owner.

On March 2, 2025, the Treasury Department announced that it no longer has plans to either 1) enforce any penalties or fines associated with the failure to file BOI reports under the existing deadlines, or 2) enforce any such penalties even after the forthcoming rule changes take effect. The Department further clarified that it plans to narrow the reporting requirements to foreign reporting companies specifically.

However, the reporting requirements were imposed by the language of the CTA, and the Department does not have the authority to overrule acts of Congress. Therefore, it remains to be seen how this new announcement will affect the implementation of the law.

It is important to note that the Department’s proposed changes have not yet been authorized, so this new update is not entirely prescriptive, but we are available to address concerns or answer any questions related to the CTA’s reporting requirements and compliance therewith. As always, Genova Burns will continue to monitor the changes in the law and provide updates as they develop.

On Feb. 18, 2025, the U.S. District Court for the Eastern District of Texas granted the government's motion to stay the nationwide preliminary injunction pending the disposition of the appeal before the U.S. Court of Appeals for the Fifth Circuit.

In response to the court’s order, FinCEN issued a notice that beneficial ownership information (BOI) reporting requirements under the CTA are once again reinstated and advised that the new deadline to file BOI reports is March 21, 2025.

The good news: FinCEN also announced its intention to initiate a process to revise BOI reporting rules to reduce the burden for lower-risk entities, including many small businesses.

January 24, 2025:As of Jan. 24, 2025, FinCEN posted an alert on its website stating that because a nationwide order issued by a Texas federal judge in Smith v. U.S. Department of the Treasury still remains in place, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. Reporting companies will not be subject to liability if they fail to file BOI reports while the Smith order remains in place.  

The  Supreme Court of the United States stayed the injunction blocking the enforcement of the CTA, confirming that it will allow the government to implement the Corporate Transparency Act.  What does this mean?

• The CTA’s filing requirements are now back in effect.
• FinCEN has yet to issue an updated filing deadline for reporting companies.
• The Fifth Circuit will still hear oral arguments on March 25th.

December 26, 2024: the Fifth Circuit vacated the motion panel’s stay, thereby halting enforcement once again. Further updates can be expected in March 2025, when the Fifth Circuit hears oral argument on the constitutionality of the CTA.

December 23, 2024: a three-judge panel of the Fifth Circuit stayed the lower court’s injunction, thereby reinstating the reporting obligations required under the CTA.

December 3, 2024: the U.S. District Court for the Eastern District of Texas issued a preliminary injunction barring enforcement of the CTA nationwide.

In response to the ruling, FinCEN announced an extension of the compliance deadlines, as follows, including:

• Reporting companies created or registered prior to January 1, 2024, which originally had a filing deadline of January 1, 2025, now have until January 13, 2025 to file their BOI reports.
• Reporting companies created or registered on or after September 4, 2024, which had a filing deadline between December 3, 2024, and December 23, 2024, now have until January 13, 2025 to file.
• Reporting companies created or registered on or after December 3, 2024, and on or before December 23, 2024, now have an additional 21 days from their original filing deadline to file.

Genova Burns will continue to monitor the status of any further rulings and provide the latest updates.  To find out how the deadline affects you or your business please contact us.