The Corporate Transparency Act – Decisive Action by Treasury

In our last installment regarding the wild ride of the Corporate Transparency Act (CTA) and its Beneficial Ownership Information (BOI) reporting requirement enforced by the Financial Crimes Enforcement Network (FinCEN), we reported that the BOI reporting requirement was back in force. The court in Smith v. U.S. Department of the Treasury had stayed its injunction, and it looked like companies would need to report by a new deadline of March 21, 2025.

Since that last installment, the BOI reporting requirement has been dealt a severe body blow leaving it hanging on the ropes.

On February 27, 2025, FinCEN announced that it would not issue any fines or penalties, or enforce the BOI reporting requirement at all, “until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.”  FinCEN said it planned to issue this interim final rule by March 21, 2025.  That announcement can be found here:

FinCEN Not Issuing Fines or Penalties in Connection with Beneficial Ownership Information Reporting Deadlines | FinCEN.gov

Then, on March 2, 2025, the Treasury Department issued the following press release which appears to do away with the BOI reporting requirement entirely, except for foreign reporting companies:

“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.

“This is a victory for common sense,” said U.S. Secretary of the Treasury Scott Bessent.  “Today’s action is part of President Trump’s bold agenda to unleash American prosperity by reining in burdensome regulations, in particular for small businesses that are the backbone of the American economy.”

Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies | U.S. Department of the Treasury

Bottom Line:  It looks like the Treasury Department has sounded the death knell for the BOI reporting requirement under the CTA, except maybe for foreign reporting companies.  We look forward to the forthcoming proposed rulemaking referred to above.