After several recent press releases relating to the Corporate Transparency Act (CTA), including the announcement of a late March filing deadline, and the subsequent suspension of that deadline, on Sunday, March 2, 2025 the U.S. Treasury Department announced that, not only will it not enforce any penalties or fines associated with the existing deadlines, but it will further not enforce any penalties or fines against U.S. citizens, domestic reporting companies or their beneficial owners after anticipated rule changes take effect. The impact of these recent announcements and releases is to suspend the requirement of beneficial ownership information (BOI) reporting under the CTA until rule changes take effect and to tee up a much narrower CTA that practically will only apply to foreign reporting companies, subject to any legal challenges to the U.S. Treasury’s narrowed scope of the CTA. The Treasury Department’s press release reads as follows:

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 under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only. Treasury takes this step in the interest of supporting hard-working American taxpayers and small businesses and ensuring that the rule is appropriately tailored to advance the public interest.

In light of these recent announcements, companies that prefer not to file BOI reports have the U.S. government’s blessing not to file, until further notice. As a result of this evolving regulatory landscape in Washington, D.C., we recommend that companies adopt a “wait-and-see” approach to the BOI reporting requirements of the CTA. It is not known how or when the Treasury Department may change the BOI reporting requirements, how “foreign reporting companies” will be defined, or what new reporting deadlines may be established.

Congress passed the CTA as part of an anti-money laundering package in the 2021 National Defense Authorization Act, with the aim of curbing illicit financial activities, like tax evasion, money laundering, drug trafficking and terrorist financing. As described in our prior newsletters December 8, 2024, December 23, 2024, December 29, 2024, January 30, 2025 and February 20, 2025, under the CTA many corporations, limited liability companies, limited partnerships and similar legal entities are required to report BOI to FinCEN. 

If you need advice regarding BOI reporting, Manatt stands ready to assist you. Please reach out to us directly through your Manatt attorney, to request assistance.

For additional information relating to the CTA, visit FinCEN’s BOI web page.