Currently, all penalties or fines associated with the beneficial ownership information reporting requirements (“BOI Reporting Requirements”) under the Corporate Transparency Act (“CTA”) are not being enforced. On March 2, 2025, the U.S. Department of the Treasury (the “Treasury Department”) announced its suspension of not only the CTA’s previous March 21st filing deadline, but also all associated penalties, fines, or other enforcement actions for U.S. citizens, domestic reporting companies, and their beneficial owners regarding the filing of their beneficial ownership information reports (“BOI Reports”).
The Treasury Department, in addition to declaring that the BOI Reporting Requirements will not be enforced, also expects to issue a final proposed rulemaking on or before March 21st that will narrow the scope of the CTA’s BOI Reporting Requirements to apply solely to foreign reporting companies. It is crucial for all reporting companies to stay updated on these developments and be prepared to comply with BOI Reporting Requirements.
Several days prior to these most recent events, on February 18, 2025, a judge in the U.S. District Court for the Eastern District of Texas stayed the effect of its nationwide injunction pending appeal to the U.S. Court of Appeals for the Fifth Circuit in Smith v. U.S. Department of the Treasury, thereby lifting the injunction against the CTA and halting BOI Reporting Requirements. The rationale of the court is in line with the United State Supreme Court’s granting the Department of Justice’s motion to stay a nationwide injunction issued by a different federal judge in Texas, in a separate case (Texas Top Cop Shop, Inc. v. Bondi—formerly, Texas Top Cop Shop, Inc. v. McHenry, and Texas Top Cop Shop v. Garland).
Additionally, the U.S. House of Representatives unanimously approved H.R. 736 – Protect Small Businesses from Excessive Paperwork Act of 2025, which extends the deadline for certain companies that are required to file BOI Reports. Specifically, the bill requires companies formed or registered before January 1, 2024, to file BOI Reports by January 1, 2026, instead of January 1, 2025, as required under current regulations. It is important to note that this bill does not impact the aforementioned court orders as it has only passed the U.S. House of Representatives and will need to go through committee in the U.S. Senate before being voted on by the entire floor of the U.S. Senate.
Ultimately, while the requirement that reporting companies file BOI Reports is no longer stayed, and subject to any applicable court orders, BOI Reporting Requirements are technically once again in effect, but not currently subject to fines, penalties, or other enforcement actions, nor any deadlines.
