CORPORATE TRANSPARENCY ACT UPDATE
As we near the end of the first quarter of 2026, the CTA continues to generate confusion. Over the past year, business news headlines were flooded with the CTA articles at a rapid pace – from “CTA Reinstatement” to “CTA Enjoined,” “CTA Suspended,” and “New Interim Final Rule” – as a result of continual regulatory shifts, litigation and FinCEN guidance leading to a series of starts and stops with respect to BOI reporting. While the legal and regulatory environments of the CTA remain fluid, we appear to be in a cooldown period as FinCEN moves towards finalizing its formerly “new” interim final rule.
As it stands, FinCEN has issued an interim final rule that removed the BOI filing requirements for domestic entities and persons. Although the interim final rule remains outstanding and BOIR filings have largely ceased, uncertainty remains regarding the CTA’s long-term implementation and future regulatory developments.
Below is a short overview of the CTA’s current status and practical steps entities should consider taking to remain prepared for potential reporting obligations in the future while maintaining sound governance practices.
Current Status
On March 26, 2025, FinCEN published an interim final rule removing BOI reporting requirements for domestic entities and persons. Although FinCEN previously indicated its intent was to finalize this interim final rule by late 2025, it has not yet done so. Given continued regulatory reprioritization and ongoing litigation, FinCEN is expected to issue a final rule in 2026 – which may remain narrowly tailored with respect to reportability by domestic entities and persons in light of current administrative and policy considerations.
Despite the CTA’s historical volatility, one certainty remains – the CTA remains a properly adopted federal law. In an earlier publication (June 25, 2024), we provided an important case law update with respect to National Small Business United v. U.S. Department of Treasury. On December 16, 2025, the U.S. Court of Appeals for the Eleventh Circuit reversed the decision of the U.S. District Court for the Northern District of Alabama and held that the CTA is constitutional. In other words, Congress may require disclosure of ownership information for entities without exceeding constitutional authority. Importantly, this reversal does not reinstate BOI reporting obligations for domestic entities or persons, nor does it expand current compliance requirements. However, it may reduce the likelihood that the CTA will be invalidated on constitutional grounds in future litigation.
For now, domestic entities and persons previously subject to the purview of the CTA, remain exempt from BOI reporting. Once FinCEN finalizes the new interim final rule, more information regarding future obligations will become available.
Future Preparation
Although BOI reporting for domestic entities and persons is not required under the current interim final rule, it is premature to assume the CTA will remain inapplicable to these entities and persons. With appellate courts upholding the CTA’s constitutionality and FinCEN expected to finalize a rule in 2026, domestic entities and persons should remain prepared and continue to strengthen internal governance practices to mitigate future compliance risk.
Regardless of how the final rule is structured, maintaining disciplined and careful entity review supports legal compliance, operational efficiency, and readiness for any reinstated or expanded BOI reporting obligations. Below are some measures to consider taking:
- Audit core organizational documents for current and complete information (e.g., articles of incorporation/organization, bylaws/operating agreements, shareholders or member agreements, ongoing filings required of state governing bodies, minute books, stock ledgers/member tables, etc.).
- Document company decisions, actions and resolutions in writing.
- Create or update organizational charts and maintain a database of company officers, authorized signers, bank authority, delegated approvals, etc.
- Calendar key reporting deadlines (e.g., annual or semi-annual reporting, franchise or TPT taxes, business licensure, foreign qualifications, trade name or DBA name renewals, etc.).
- Reevaluate ownership structures for clarity, accuracy and business strategy.
- Adopt or update core company policies and procedures (e.g., code of conduct, employee handbook, conflict-of-interest, document retention, data and privacy, etc.).
- Examine internal and third-party contracts for effectiveness and calendar renewal, expiration, and termination dates.
- Reassess insurance coverages and update incident response planning.
While not exhaustive, these practices aim to reduce compliance risk and position entities to respond efficiently should BOI reporting obligations be reinstated or expanded, not to mention foster strategic planning.
Additional Information on FinCEN & CTA
Click here for FinCEN’s small business resource webpage for beneficial ownership information. For background information regarding our firm’s prior CTA publications see below:
- Corporate Transparency Act Update: FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Persons and U.S. Entities
- Corporate Transparency Act Update: U.S. Department of Treasury Suspends Enforcement of the CTA Against U.S. Citizens and Domestic Reporting Companies
- 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
- The Corporate Transparency Act: A New Federal Disclosure Requirement for Certain Entities
If you would like assistance with and/or have questions regarding CTA compliance or entity review, please contact Aaron Kacer or Steve Lawrence.
