Ready, Set... Not Yet: CTA On Hold Again
Just as companies and individuals across the country and around the world were scrambling to comply with an upcoming March 21, 2025 filing deadline under the Corporate Transparency Act (CTA), the Financial Crimes Enforcement Network (FinCEN) has again paused those efforts.
As a refresher on the most recent CTA events, due to an order issued by the U.S. District Court for the Eastern District of Texas on February 18, 2025 lifting the nationwide preliminary injunction issued in Smith, et al. v. U.S. Department of the Treasury, the beneficial ownership information (BOI) reporting requirements under the CTA came back into effect. In response to the order in the Smith case, on February 19, 2025, FinCEN extended the deadline to comply with the BOI reporting requirements by thirty (30) days to March 21, 2025, and provided a 30-day filing deadline for entities formed after February 19, 2025.
In the most recent twist to the CTA saga, on February 27, 2025, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update BOI reports under the CTA by the current deadlines. FinCEN has also stated that it intends to issue an interim final rule no later than March 21, 2025. While it is not entirely clear, it appears that the pending interim final rule will both (1) trim back some reporting aspects of the CTA (or provide interpretive guidance) and (2) provide new filing deadlines. FinCEN also stated that it intends to solicit public comment and consider those comments as part of a proposed new CTA rulemaking anticipated to be undertaken later this year.
While our advice during the previous "on-again, off-again" history of the CTA was to continue preparations in anticipation of the rule becoming effective, given the most recent developments, the best course of action is to pause preparatory actions until the scope of the interim final rule is available.
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