Corporate Transparency Act News

Since the Corporate Transparency Act came into effect, there have been several updates that impact whether or not Reporting Companies need to file or not. We will be compiling newsworthy updates here for reference. As always, please refer to your counsel for advice on whether or not you need to file.

Current Status

FinCEN dramatically altered the requirements for the Corporate Transparency Act on March 21, 2025. There were several material changes. From FinCEN:

1. All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN
2. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below.
3. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Previous Updates

This status could change at any time which could impact whether or not your need to file - see previous news updates for examples:

2/19/2025 - Corporate Transparency Act is back in Effect, deadline to file of March 21, 2025. However, FinCEN released guidance that they would likely be moving the deadline further back by March 21st.

1/23/2025 - the Supreme Court lifted the nationwide injunction for Texas Top Cop Shop, Inc., v. McHenry, but one remains in place from Smith v. U.S. Department of Treasury.

12/26/2024 - a "merits panel" of the Fifth Circuit Court vacated the stay of filing on the Corporate Transparency Act, and and reinstated the nationwide preliminary injunction.

12/23/2024 - a "motions panel" of the Fifth Circuit Court granted a stay on the preliminary injunction on the Corporate Transparency Act, meaning Reporting Companies must file by their respective deadlines. FinCEN extends deadline to file for Reporting Companies created before 2024 to January 13, 2025.

12/3/2024 - the U.S. District Court for the Eastern District of Texas entered an order enjoining enforcement of the CTA and its corresponding Reporting Rule, meaning Reporting Companies did not need to file while the preliminary injunction remained in effect.