US Corporate Transparency Act Resources
Rules implementing the Corporate Transparency Act (CTA) have mandated that millions of businesses that are formed or registered in the United States file beneficial ownership information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Department of the Treasury.
The CTA has been subject to litigation as to its constitutionality, and a series of court orders temporarily blocked FinCEN from enforcing the BOI reporting requirements as originally implemented during portions of December 2024 and early 2025. While those court orders have since been lifted, on February 27, 2025, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against companies based on failure to file BOI reports – at least until a revised interim final rule becomes effective and new, yet-to-be-announced due dates have passed. FinCEN stated that it will issue a new interim final rule containing the updated deadlines by no later than March 21, 2025 (the previously announced due date for many companies to file reports).
Further, on March 2, 2025, the Department of the Treasury announced that, not only will it not enforce any penalties or fines associated with the BOI reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against US citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The announcement further stated that the agency will be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.
Accordingly, for the time being, the requirements of the CTA are not being enforced against reporting companies, and the latest agency announcements suggest that the scope of the rule will be significantly reduced pursuant to forthcoming proposed rule changes. Cooley will continue to monitor the situation closely.
Below are informational resources intended to help clients and companies follow the CTA. We will update these resources as additional information is released. Your review or use of these resources is subject to our legal notices.
Last updated: March 4, 2025
Insights
- Corporate Transparency Act Reporting Requirements Reinstated With Deadline Extension
- Beneficial Ownership Reporting Requirements under the Corporate Transparency Act: What You Need to Know
Resources from FinCEN
This communication and any related article, webinar or presentation provides general information about the CTA. These communications do not constitute legal advice, and we encourage you to consult with an attorney for advice tailored to your specific situation.
Please note that Cooley provides advice related to CTA compliance only to current clients of the firm – and only when we are expressly asked and agree to do so in writing.
These communications do not create an attorney-client relationship between Cooley and you or your company, or create any duties to provide advice with respect to the CTA. Cooley is not responsible for updating you or your company about developments regarding the CTA, including with regard to ongoing litigation challenging the CTA.
