Stop us if you have heard this before, but there has been yet another development in the saga that is the Corporate Transparency Act (“CTA”). Following a recent ruling from the U.S. District Court for the Eastern District of Texas (discussed here), the Treasury Department announced its intention to reinstate the beneficial ownership (“BOI”) filing requirements under the CTA with a new deadline of March 21, 2025, for most reporting companies. In a surprising reversal on Sunday night, the Treasury Department issued a press release stating it was suspending the enforcement of the CTA against U.S. citizens and domestic reporting companies. Furthermore, the Treasury Department said that it planned to issue new guidance to narrow the scope of the BOI to foreign reporting companies only. This March 2, 2025, press release follows a separate announcement by the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) on February 27, 2025, that FinCEN would not issue any fines or penalties or take any other enforcement actions against companies based on any failure to file or update BOI reports after the March 21, 2025, deadline.
Although this announcement from the Treasury Department appears to signal the end of the CTA and BOI filings for domestic reporting companies (at least under the Trump Administration), the proposed rule may still be challenged on the basis that the contemplated narrowing of the BOI rule conflicts with the text of the CTA itself. This would require a plaintiff with proper standing to affirmatively challenge the narrowed rule and it is unclear who, if anyone, would bring such a challenge.
The Treasury Department announcements are distinct from the multiple bills making their way through Congress that would extend the BOI filing deadlines under the CTA to January 1, 2026. Given the Trump Administration’s pledge not to enforce the CTA, it is possible that a bill may be introduced to repeal the CTA in its entirety. In the interim, entities meeting the definition of “foreign reporting company” (defined under current regulations as a corporation, limited liability company or other entity formed under the law of a foreign country and registered to do business in a US state or tribal jurisdiction) should continue to gather the necessary information to make their BOI filings by the March 21, 2025, deadline.
