What Happened?
On February 18, 2025, the last of the nationwide injunctions enjoining enforcement of the Corporate Transparency Act (“CTA”), Smith, et al. v. U.S. Department of the Treasury, et al., (E.D. Tex.), was stayed, paving the way for the Financial Crimes Enforcement Network (“FinCEN”) to resume enforcement of the CTA. Following the Smith decision, FinCEN imposed a March 21, 2025 reporting deadline for most companies. However, on February 27, 2025, FinCEN announced it would not issue fines or penalties in connection with the beneficial ownership information (BOI) reporting deadlines under the CTA.
The Department of the Treasury has since followed FinCEN’s February 27 announcement, stating that it will not only not enforce the aforementioned penalties or fines associated with the CTA, but it will further not enforce such penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners upon the forthcoming rule changes taking effect. As a result, the Department of the Treasury will issue a propose rulemaking narrowing the CTA to foreign reporting companies only.
What Does This Mean?
Although the current deadline to file initial, updated, and/or corrected BOI reports, for the majority of reporting companies, remains March 21, 2025, or within 30 days of formation for newly formed reporting companies, no enforcement action will be taken for reporting companies that fail to comply until a final rule takes effect and new dates in such rule have passed. In addition, even upon implementation of such “proposed” rulemaking by the Department of the Treasury, the rule will apply to foreign reporting companies only.
Foreign reporting companies that have not yet filed should prepare necessary BOI report information and documentation for filing by March 21, 2025. This advice is based only on the law as it stands right now and takes into account no further developments.
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