If you’re a business owner, you may not need to disclose your company’s ownership information to the federal government—at least for now. On March 2, 2025, the Treasury Department suspended existing deadlines for filing under the Corporate Transparency Act (CTA) for U.S. citizens and domestic companies. This means U.S.-based businesses are temporarily exempt from reporting ownership details, while rules for foreign reporting companies are still pending.
What Is the CTA?
Originally enacted during the first Trump administration but implemented under Biden, the CTA aims to combat money laundering and promote transparency. It initially required most businesses to report Beneficial Ownership Information (BOI)—including owner identification—to the Financial Crimes Enforcement Network (FinCEN). Before the Treasury’s recent announcement, noncompliance or false reporting could result in penalties.
What’s Happening With the Litigation?
Since May 2024, business owners have challenged the CTA’s constitutionality, arguing it exceeds federal authority and violates constitutional rights. Here’s a timeline of key legal developments:
- December 3, 2024: A federal court in Texas (in Texas Top Cop Shop, Inc., et al. v. Bondi, et al.) issued a nationwide injunction, temporarily halting CTA enforcement.
- December 23, 2024: The Fifth Circuit lifted that injunction.
- December 26, 2024: A different Fifth Circuit panel reinstated the injunction, making the CTA unenforceable again.
- January 7, 2025: In Smith v. U.S. Department of the Treasury, a federal court issued another order blocking CTA enforcement.
- January 23, 2025: The Supreme Court allowed enforcement of the CTA in the Texas Top Cop Shop case.
- February 18, 2025: The injunction issued in the Smith was lifted as well.
- March 2, 2025: The Treasury Department suspended reporting deadlines for domestic companies.
As of today, the CTA is on hold again for U.S.-based companies. The federal government will soon provide further guidance on reporting obligations for foreign companies—those formed outside the U.S. but registered to do business here.
What Does This Mean for You?
For now, U.S. domestic companies do not need to file a BOI report with FinCEN. However, if your business is headquartered outside the U.S. but operates here, consider these steps:
- Gather necessary ownership and company information.
- Stay updated on legal developments and government announcements.
- Consult an attorney to ensure compliance with evolving regulations.
Contact Us
If you need guidance on whether and how to file a BOI report, contact our attorneys for advice. Romano Law is here to help you navigate the CTA and keep you informed on any changes.
Contributions to this blog by Caroline Miller.
