On February 18, 2025, the U.S. District Court for the Eastern District of Texas lifted a nationwide injunction it had previously placed on the enforcement of the Corporate Transparency Act (CTA), thereby restoring the reporting requirements under the CTA. In response, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) extended the initial reporting deadline to March 21, 2025, for most companies.
Additionally, on February 27, 2025, FinCEN announced that it will not issue any fines or penalties or take any other enforcement action against any companies based on any failure to file or update beneficial ownership information reports until an interim final rule becomes effective and the new relevant due dates in the interim final rule have passed. Further, on March 2, 2025, the U.S. Department of the Treasury announced that it not only will not enforce any fines or penalties associated with the existing rules, but it will further not enforce any fines or penalties against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect, which rule changes are expected to narrow the CTA’s applicability to only foreign reporting companies. Despite this lack of enforcement, the CTA and the reporting requirements thereunder remain in effect, and readers who are parties to privately-negotiated agreements, such as operating or limited partnership agreements, with CTA-compliance-related provisions should continue to comply with the requirements thereunder so as to not breach any such provisions. The latest information and updates on CTA compliance are available here.
