As you may have seen from our prior correspondence and in the news, since the end of 2024 there have been multiple court orders which have suspended and subsequently reinstated the reporting obligations of beneficial ownership interests (“BOI”) to the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) pursuant to the Corporate Transparency Act (the “CTA”), the federal law that came into effect on January 1, 2024. 

The most recent decision, issued by the U.S. District Court for the Eastern District of Texas on February 18, 2025, reinstated the BOI reporting obligations under the CTA. Subsequent to that decision, FinCEN announced that it would assess and provide updated deadlines to comply with reporting obligations as well as a revision of the reporting rule which would focus on reporting obligations from entities posing a greater national security risk, while reducing the reporting burden to lower-risk entities (including many small businesses nationwide).

FinCEN issued a press release on March 21, 2025, announcing that it has issued an Interim Final Rule (the “IFR”) removing the requirement of BOI reporting under the CTA for all U.S. companies and U.S. persons that are their beneficial owners. The full text of the release can be found here.  The IFR modified the definition of the term “reporting company” which now only includes “foreign reporting companies” (i.e., entities formed in a foreign country that have registered to do business in the U.S. by the filing of a document before a secretary of state or similar office).  As a result, only foreign entities that do not fall into one of the exemptions under the CTA continue to have an obligation to file a BOI report, under revised deadlines, as follows:

• Reporting Companies registered to do business in the United States before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
• Reporting companies registered to do business in the United States on or after the date of publication of the IFR must file an initial BOI no later than 30 calendar days from the date of receipt of the notice that their registration is effective.

Please note that FinCEN is receiving comments on the IFR, which is expected to be finalized later this year. Also note that the legal challenges against the constitutionality of the CTA are continuing. We will continue to report any additional developments on this matter.

Please note that this letter is sent for informational purposes only and does not constitute legal advice.

If you have any questions regarding the CTA or this letter, please don’t hesitate in contacting our office at (281) 367-2222 or acasas@stibbsco.com.

We have previously reported on the various court decisions that have, since the end of 2024, suspended, reinstated, and suspended again the reporting obligations of beneficial ownership interests (“BOI”) before the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) pursuant to the Corporate Transparency Act (the “CTA”), the federal law that came into effect on January 1, 2024.  Background information on the CTA and the courts’ decisions referred to above can be found in our previous letters to clients, available here,  here and here.

On February 18, 2025 the U.S. District Court for the Eastern District of Texas issued a decision in Smith, et al. v. U.S. Department of the Treasury, et al. (6:24-cv-00336, E.D.) which has reversed the nationwide injunction that had suspended application of the CTA and has once again reinstated the BOI reporting obligations under such Act.

As of the date of this letter, all non-exempt entities under the CTA are once again legally obligated to file BOI reports before FinCEN. Unless an entity was previously given a later reporting deadline, the majority of the entities subject to the CTA have to file initial, updated and/or corrected BOI reports by the new deadline of March 21, 2025. Failure to do so may cause the application of economic and other penalties by FinCEN. In the context of the recent court decision, FinCEN has announced that it will assess, before the date set forth above, updated deadlines to submit the BOI reports as it recognizes that “reporting companies may need additional time to comply”. Furthermore, FinCEN has expressed its intention to revise the reporting rule, to focus on reporting obligations from entities posing a greater national security risk, while reducing the reporting burden to lower-risk entities (including many small businesses nationwide). The full text of FinCEN’s notice can be found here.

Please bear in mind that the legal challenges against the constitutionality of the CTA will continue their legal course, and they may ultimately affect the CTA’s reporting requirements. We will continue to report any additional developments on this matter.

Please note that this letter is sent for informational purposes only and does not constitute legal advice.

If you have any questions regarding the CTA or this letter, please don’t hesitate in contacting our office at (281) 367-2222 or acasas@stibbsco.com.