Updated as of March 3, 2025

The Treasury Department is announced on March 2, 2025 that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only. Treasury takes this step in the interest of supporting hard-working American taxpayers and small businesses and ensuring that the rule is appropriately tailored to advance the public interest.

View the Treasury Department press release here.

If you have any questions regarding this topic please reach out to our team at (651) 439-2878.

How we got here:

January 2, 2025 update:

Enforcement of the Beneficial Ownership Information (“BOI”) Report requirement has been paused again due to a vacated stay of the Texas Federal Court Injunction that was filed on Dec 3, 2024.

In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.

On Tuesday, December 26, 2024, the merits panel of the Fifth Circuit Court of Appeals vacated the stay of the District Court’s preliminary injunction enjoining the enforcement of the CTA and its reporting rule. The reason was to preserve the constitutional status quo while the merits panel considers the parties’ weighty substantive arguments, that part of the motions-panel order granting the Government’s motion to stay the district court’s preliminary injunction enjoining enforcement of the CTA and the Reporting Rule is vacated.

However, IF reversed again, the original or extended deadlines and potential penalties for non-compliance may still apply. Businesses concerned about privacy may choose to wait and see if the injunction remains or may decide to proceed with filing regardless of the current injection ping pong game. At this time, there is no crystal ball when enforcement or filing deadlines will resume.

December 26, 2024 update:

The saga continues….

*UPDATE* On Tuesday, December 23, 2024, the Fifth Circuit Court of Appeals reversed the December 3, 2024 nationwide preliminary injunction prohibiting the Federal Crimes Enforcement Network (FinCEN) from enforcing the Corporate Transparency Act (CTA) and the final rule implementing it (Reporting Rule) on Dec. 3 in the case Texas Top Cop Shop, Inc. v. Garland (E.D. Tex.).

Therefore, once again, reporting companies, except as indicated below, are required to file the beneficial ownership information report with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, they have extended the reporting deadline as follows:

• • Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
  • Reporting companies created or registered in the United States on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN.
  • Reporting companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
  • Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
  • Reporting companies that are created or registered in the United States on or after January 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.
  • As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
  • https://boiefiling.fincen.gov/boir/html

December 12, 2024 update:

As of December 3, 2024, a preliminary, nationwide injunction has been issued regarding the Beneficial Ownership Information (BOI) report associated with the Corporate Transparency Act. A U.S. District Judge issued a nationwide preliminary injunction prohibiting the Federal Crimes Enforcement Network (FinCEN) from enforcing the Corporate Transparency Act (CTA) and the final rule implementing it (Reporting Rule) on Dec. 3 in the case Texas Top Cop Shop, Inc. v. Garland (E.D. Tex.).

LEGAL FACTS: Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), a federal district court in the Eastern District of Texas, Sherman Division, issued an order granting a nationwide preliminary injunction that: (1) enjoins the CTA, including enforcement of that statute and regulations implementing its beneficial ownership information reporting requirements, and, specifically, (2) stays all deadlines to comply with the CTA’s reporting requirements. The Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024.

WHAT IS FinCEN’s OPINION? FinCEN has state “In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force.” https://fincen.gov/boi

WHAT DOES THIS MEAN? The immediate impact is that LLC companies and the like are currently not required to file a BOI report with the FinCEN by January 1, 2025. FinCEN will comply with the order issued by the U.S. District Court for the Eastern District of Texas for as long as it remains in effect.

DOES THIS MEAN I DON’T EVER HAVE TO FILE A BOI REPORT? Not necessarily. The U.S. government has already filed a notice of appeal on December 5, 2024, to appeal this preliminary injunction. Therefore, it is possible the injunction could be removed, and CTA filing requirements be reinstated and no guarantee of any extension to the applicable deadlines. Therefore, those required to file should keep up to date on the current situation and should something change.

CAN I STILL FILE ANYWAY? Yes. As of the date of this article, FinCEN is still accepting voluntary BOI reports. Reporting companies may continue to voluntarily submit beneficial ownership information reports.