On March 2, 2025, the U.S. Department of Treasury announced that it will not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, and that it will 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.[1] The Treasury and FinCEN intend to issue a proposed rulemaking before March 21, 2025, which is anticipated to narrow the scope of the CTA and its reporting rule.
While this announcement is not definitive and does not absolve any entities from CTA compliance, reporting companies should continue to gather necessary beneficial ownership information and prepare to promptly make CTA filings should the enforcement of CTA penalties and fines arise. Given the potentially sensitive nature of the information involved in the CTA filing process, including the placement of such information with the government, some reporting companies may elect to wait and see whether there is a definitive resolution of the matter before making a CTA filing. FinCEN is still accepting CTA filings. A prudent approach for some reporting companies may be to continue to file under the CTA amidst the CTA’s dynamic and uncertain regulatory environment.
For more information on the CTA, please refer to our earlier publications (Corporate Transparency Act Update: The CTA Reporting Requirements Are Back Once Again, New Corporate Transparency Act Update: Supreme Court of the United States Stays the Preliminary Injunction Blocking Enforcement of the CTA, Fifth Circuit Court Vacates its Stay to the Preliminary Injunction Blocking Enforcement of the CTA, Corporate Transparency Act Update: Fifth Circuit Court Stays Preliminary Injunction Blocking Enforcement of the CTA; FinCEN Issues Updated Guidance, Preliminary Injunction Temporarily Blocks Enforcement of the Corporate Transparency Act, July and September 2024 Update, A Series of the Latest Updates for Reporting Companies, and The Corporate Transparency Act: A New Federal Disclosure Requirement for Certain Entities) or FinCEN’s small business resource webpage for beneficial ownership information (available here). If you would like assistance with and/or have questions regarding CTA compliance or filings, please contact Aaron Kacer or Steve Lawrence.
[1] U.S. Department of Treasury, Press Release (https://home.treasury.gov/news/press-releases/sb0038).
