The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule  on Friday, March 21, 2025. The interim final rule removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA). The new definition of “reporting company” includes only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. state or trib

End of CTA / BOI The U.S. Government issued the following press release last night (Sunday, March 2, 2025): Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies March 2, 2025 The Treasury Department is announcing today that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule

Last night (February 27, 2025), the Financial Crimes Enforcement Network (FinCEN) announced it will not take any enforcement action against companies that fail to meet the current filing deadlines for initial reports or for report updates. Recently, FinCEN had established March 21, 2025, as the deadline to file Corporate Transparency Act (CTA) Beneficial Ownership Information Reports (BOIRs) for companies that had been waiting for a resolution to the nationwide injunctions. F

On February 18, 2025, the U.S. District Court for the Eastern District of Texas eliminated the Smith nationwide injunction. In response, the Financial Crimes Enforcement Network (FinCEN) announced the Corporate Transparency Act (CTA) beneficial ownership information (BOI) reporting requirements are mandatory again. The new deadline is March 21, 2025. FinCEN also announced it intends to initiate a process in 2025 “to revise the BOI reporting rule to reduce burden for lower-ris

Courts The original deadline for entities subject to the U.S. Corporate Transparency Act (CTA) which were formed prior to January 1, 2024 was January 1, 2025. However, as a result of litigation in the U.S. federal courts, two nationwide injunctions were issued by different judges in two separate cases in the U.S. District Court for the Eastern District of Texas. The plaintiffs in each of these cases claimed CTA violates the U.S. Constitution. The first nationwide injunction (

The U.S. Supreme Court issued the following on January 23, 2025: “Application (24A653) for stay presented to Justice Alito and by him referred to the Court is granted. The December 5, 2024 amended order of the United States District Court for the Eastern District of Texas, case No. 4:24–cv–478, is stayed pending the disposition of the appeal in the United States Court of Appeals for the Fifth Circuit and disposition of a petition for a writ of certiorari, if such a writ is ti

Your confidence in the American legal system may be going down by the day but there is yet another CTA / BOI legal update. On Thursday night (December 26, 2024), the U.S. Court of Appeals for the Fifth Circuit put the injunction against the Corporate Transparency Act back into place. This means that once again filing a CTA Beneficial Ownership Information Report (BOIR) is voluntary not mandatory. On December 27, 2024, FinCEN (the agency responsible for CTA / BOIRs) issued an

In a busy day for the Corporate Transparency Act (CTA), the Financial Crimes Enforcement Network (FinCEN) announced tonight (December 23, 2024) that it was providing the following extensions: Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.) Reporting companies cre

On December 23, 2024, in Texas Top Cop Shop, Inc. v. Garland,  the U.S. Court of Appeals for the Fifth Circuit stayed the preliminary injunction on enforcement of the Corporate Transparency Act (CTA) previously imposed by the U.S. District Court for the Eastern District of Texas on December 3, 2024. Since the preliminary injunction was put into place on December 3, 2024, there was no legal requirement to submit CTA Beneficial Ownership Information Reports (BOIRs) and associa

On December 3, 2024, there was an unexpected order by the U.S. District Court for the Eastern District of Texas. The court issued a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (CTA), questioning whether CTA violates the U.S. Constitution. Since then, there have been additional filings by FinCEN to the courts. The following provides a very basic breakdown of where we stand. Potential Short Term Outcomes FinCEN (the agency respons

On December 3, 2024, there was an unexpected order by the U.S. District Court for the Eastern District of Texas. The court issued a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (CTA), questioning whether CTA violates the U.S. Constitution. Judge Amos L. Mazzant stated in Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.): “Having determined that Plaintiffs have carried their burden, the Court GRANT

On March 1, 2024, a U.S. federal district court held in a 53 page opinion the “Corporate Transparency Act is unconstitutional because it cannot be justified as an exercise of Congress’ enumerated powers.” FinCEN Reaction On March 4, 2024, the U.S. Financial Crimes Enforcement Network (FinCEN) announced : "On March 1, 2024, in the case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.), a federal district court in the Northern District of Alabama, Nort

On January 29, 2024, the U.S. Financial Crimes Enforcement Network (FinCEN) announced it is seeking comments on two aspects of the Corporate Transparency Act (CTA) Access and Safeguards Rule. The CTA authorizes law enforcement, government agencies, and financial institutions and their regulators to obtain beneficial ownership information (BOI) under certain specified circumstances for national security and law enforcement purposes. What Is the BOI Access Rule? The BOI Access

FinCEN issued a final rule on January 25, 2024, to reflect annual inflation adjustments to civil monetary penalties within its jurisdiction. Two of the penalty increases relate specifically to the Corporate Transparency Act (CTA) / Beneficial Ownership Information (BOI). These items are shaded in grey. To read the full notice: https://www.fincen.gov/resources/statutes-regulations/federal-register-notices/financial-crimes-enforcement-network-7 For assistance, please contact me

On November 29, 2023, the Financial Crimes Enforcement Network (FinCEN) issued a final rule extending the deadline for certain reporting companies to file their initial beneficial ownership information (BOI) reports under the U.S. Corporate Transparency Act (CTA). What Is CTA? The CTA requires certain domestic and foreign entities to report on their beneficial ownership information (BOI). Congress assigned the administration and enforcement of the CTA to FinCEN. FinCEN’s CTA

On November 7, 2023, the Financial Crimes Enforcement Network (FinCEN) issued a final rule specifying the circumstances under which an entity classified as a Reporting Company under the U.S. Corporate Transparency Act (CTA) may report an entity’s FinCEN identifier to report the BOI of certain related entities. What Is CTA? The CTA requires certain domestic and foreign entities to report on their beneficial ownership information (BOI). Congress assigned the administration and

Please join us November 6 & 7, 2023 at San Jose State University's 39th High Tech Tax Institute in Palo Alto, California. I am looking forward to presenting on the Corporate Transparency Act (CTA) with Joe Y Fernandez, MST, CPA of Seiler LLP and Jonathan Dixon of FinCEN . IRS Commissioner Werfel will be the keynote speaker on November 6. Thank you to Professor Annette Nellen for putting together two days of interesting topics and presenters. Click to register: https://www.s

The U.S. Financial Crimes Enforcement Network (FinCEN) issued three notices this week regarding the U.S. Corporate Transparency Act (CTA). The deadline for public comment on each of these notices is October 30, 2023. Spoiler alert: the effective date of the CTA is still January 1, 2024. What Is FinCEN? The U.S. Financial Crimes Enforcement Network (FinCEN) is a bureau of the U.S. Department of the Treasury. FinCEN’s goal is to safeguard the financial system from illicit use a

The U.S. Financial Crimes Enforcement Network (FinCEN) announced Andrea Gacki as the new director on July 13, 2023. FinCEN is the part of the U.S. Treasury Department which has responsibility (among other things) for the Corporate Transparency Act (CTA) - the U.S. version of a beneficial ownership registry. FinCEN Press Release Andrea Gacki presently serves as the Director of the Office of Foreign Assets Control (OFAC) at the U.S. Treasury Department. Click to read the full p

On April 27, 2023, the Acting Director of the Financial Crimes Enforcement Network (FinCEN) provided the U.S. House of Representatives Committee on Financial Services an update on a variety of issues including implementation of the Corporate Transparency Act’s (CTA’s) beneficial ownership (BO) registry. FinCEN Priorities Director Das highlighted the following areas on which FinCEN is focused: Implementing the BO regulatory regime and accompanying database Protecting the data