Corporate Transparency Act Faces Major Shift – U.S. Companies Free from Reporting Penalties

by Uzair Farooq

On March 2, 2025, the U.S. Treasury Department announced that it will no longer enforce any penalties or fines against U.S. citizens and domestic companies for failing to disclose Beneficial Ownership Information (BOI) under the Corporate Transparency Act’s (CTA) reporting requirements. Additionally, the Treasury plans to issue a proposed rulemaking that would narrow the CTA's scope, limiting it to foreign reporting companies only. As written, U.S. citizens and domestic companies are effectively exempt from compliance with the CTA under the current framework.

The enforcement of the Corporate Transparency Act has been marked by a series of legal challenges and regulatory changes over the past several months. Below is a timeline highlighting the most significant events:

Date

Event

Impact

Dec 3, 2024

Nationwide injunction issued in Texas Top Cop Shop

Halts CTA enforcement

Dec 23, 2024

Fifth Circuit lifts injunction

Revives reporting; FinCEN extends deadline to January 13, 2025

Dec 26, 2024

Fifth Circuit reinstates injunction

Halts CTA enforcement

Jan 7, 2025

Injunction issued in Smith v. U.S. Department of the Treasury

Halts CTA enforcement

Jan 23, 2025

Supreme Court stays Texas Top Cop Shop injunction

Allows CTA enforcement to proceed under Texas Top Cop Shop, but enforcement remains paused due to Smith injunction.

Feb 18, 2025

Smith injunction lifted

CTA enforceable again; FinCEN extends deadline to March 21, 2025

March 2, 2025

Treasury announces no penalties for US corporations, plans to narrow rule to foreign companies

As written, US corporations no longer have to comply with CTA reporting

The series of legal back-and-forth regarding the Corporate Transparency Act (CTA) seems to have reached a temporary resolution. While the CTA itself has not been abolished, the Treasury Department's recent announcement that it will not enforce penalties or fines for non-compliance effectively means there is no immediate obligation for U.S. citizens or domestic companies to report beneficial ownership information under the CTA.

Gutwein Law will continue to monitor developments closely and keep you informed of any further updates or changes. Should you have any questions, please don’t hesitate to reach out.