The Corporate Transparency Act (CTA): Enforcement Paused Pending Federal Litigation | Update as of March 21, 2025

The Corporate Transparency Act (CTA) reporting requirements came into effect January 1, 2024. These regulations required entities referred to as “reporting companies” to file a BOI report with FinCEN. Reporting companies included any entity created by filing a formation document under the laws of any state or Tribe, such as corporations and limited liability companies.

The BOI report required reporting companies to provide information about the entity and two different categories of individuals: beneficial owners and company applicants. The regulations defined a beneficial owner as an individual who owns or controls at least 25 percent of a company or has substantial control over the company and a company applicant as an individual who directly files or is primarily responsible for the filing of the document that creates or registers the company.

On January 23, 2025, the U.S. Supreme Court lifted a nationwide injunction on the enforcement of the Corporate Transparency Act (CTA) that was originally issued by a Texas federal court. That notwithstanding, a company’s obligations to file a Beneficial Ownership Information (“BOI”) report  with the  US Financial Crimes Enforcement Network (“FinCEN”) remained suspended. On February 7, 2025, FinCEN issued a statement that if/when the BOI reporting requirements come back into effect, FinCEN planned to extend the reporting deadlines for all reporting companies 30 days from the date it is reinstated.

On March 21, 2025, FinCEN published an interim final rule that limits the scope of companies who must comply with BOI reporting. Most notably, United States domestic companies are now exempt from the BOI reporting requirements.  Domestic companies are also no longer required to correct or update previously filed BOI reports.

Only foreign reporting companies are now mandated to comply with BOI reporting requirements. However, foreign companies are not required to report on any beneficial owners who have permanent residence in the United States. If the foreign company only has beneficial owners who are in the United States, that company is then exempt from the BOI reporting requirements. The deadline for foreign companies to file BOI reports was extended to April 20, 2025.