Treasury Department to Suspend CTA Enforcement for U.S. Individuals, U.S. Reporting Companies, and Beneficial Owners of U.S. Reporting Companies

On March 2, 2025, the United States Department of the Treasury (“Treasury Department”) announced that it will suspend enforcement of the Corporate Transparency Act (“CTA”) for United States citizens, United States reporting companies, and the beneficial owners of United States reporting companies. The Treasury Department’s announcement went on to state that it will issue a proposed rulemaking that will narrow the scope of the CTA to “foreign reporting companies only.” A “foreign reporting company” is a business entity formed under the laws of a foreign country that is also registered to do business in the United States.

The Treasury Department’s March 2 announcement comes after the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) announced, on February 27, 2025, that it would not issue any fines or penalties or take any other enforcement actions against any reporting companies based on any failure to file or update beneficial ownership information reports (“BOI Reports”) by March 21, 2025.

In light of the Treasury Department’s March 2 announcement, no domestic reporting companies are required to submit any initial or updated BOI Report. This enforcement suspension will remain in effect until a governmental authority, such as the Treasury Department or FinCEN, provides updated guidance or new legislation is adopted. Foreign reporting companies need not file any initial or updated BOI Report until the forementioned proposed rules are released, which should provide more clarity as to the new scope of the CTA and any applicable filing deadlines for foreign reporting companies.

Hodgson Russ will continue monitoring CTA developments.[1]

[1] For more information, please see our previous client alerts, “Reporting Requirements Under the Corporate Transparency Act: How Does it Affect My Company?”, “Corporate Transparency Act: FinCEN Updates and Guidance Ahead of January 1, 2024 Effective Date,” “Corporate Transparency Act Enforcement Enjoined by Preliminary Injunction,” “Corporate Transparency Act Enforcement Injunction Lifted by Fifth Circuit; Reporting Deadline Extended to January 13, 2025,” “Corporate Transparency Act Enforcement Injunction Reinstated by Fifth Circuit," and "CTA Enforcement Injunction Lifted, Reporting Deadline Extended to March 21, 2025, for Reporting Companies."