Treasury Suspends Corporate Transparency Act (CTA) Reporting for U.S. Companies

On March 2, 2025, the Treasury Department announced it would not enforce penalties or fines for failing to meet the March 21, 2025, beneficial ownership information (BOI) filing deadline under the Corporate Transparency Act (CTA).

This effectively means that domestic reporting companies, their beneficial owners, and U.S. citizens are no longer at risk of penalties for noncompliance - at least for now. 

What changed?

Originally, the CTA required many businesses to report their BOI to the Financial Crimes Enforcement Network (FinCEN) to help prevent money laundering and other financial crimes. However, the Treasury has now announced that it is working on a rule change that would limit the CTA’s filing requirements to foreign reporting companies only—not domestic businesses.

What are foreign reporting companies?

Under the CTA, these are entities formed under foreign law that have registered to do business in the U.S. by filing with a secretary of state or a similar government office.

What this means for domestic businesses

While the Treasury’s decision doesn’t technically suspend the CTA itself, it does mean that, in practice, most U.S. businesses will not need to worry about compliance for the foreseeable future. However, this rule change has not been finalized, and there’s a slight possibility  - though unclear - that Congress or the courts could challenge it. 

The CTA has faced extensive legal battles

This decision follows ongoing legal battles over the CTA, including a February 17, 2025, ruling in Smith v. U.S. Department of the Treasury, which lifted the last nationwide injunction on enforcement. While the Supreme Court had previously weighed in on related cases, challenges to the law continue to work their way through the courts. 

Given the extensive legal challenges the CTA has faced, it’s uncertain whether anyone will contest the Treasury’s recent decision. 

What Happens Next?

Here are a few key things to keep in mind:

• No penalties will be enforced against domestic companies or U.S. citizens for missing the March 21, 2025, BOI filing deadline. 

• The Treasury is proposing a rule to exclude domestic companies from BOI requirements, though it’s not yet finalized.

• The decision could face additional challenges, but there’s no clear indication that it will. 

• Businesses that have already filed reports aren’t required to update them, and the Treasury hasn’t said what will happen to previously submitted data. 

What Should Businesses Do?

For now, domestic businesses can pause their CTA compliance efforts. However, because the legal and regulatory landscape is still evolving, it’s crucial to stay informed.

If you have any questions about how these changes impact your business, our team is here to help. Reach out to our office for the latest updates and guidance.