Business and International Tax Blog

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a significant interim final rule that substantially narrows reporting obligations under the Corporate Transparency Act (CTA). Effective as of March 21, 2025, U.S. companies and U.S. persons are exempt from reporting beneficial ownership information (BOI) to FinCEN.

Background and Recent Developments:

In recent months, the CTA's reporting requirements have been subject to significant legal challenges and shifting enforcement policies. Previously, nationwide injunctions ...

A recent court ruling has once again reinstated the Corporate Transparency Act (CTA) beneficial ownership information (BOI) reporting requirements. On February 17, 2025, the U.S. District Court for the Eastern District of Texas in Smith v. United States Department of the Treasury lifted the injunction that had been blocking enforcement of the CTA. Following this decision, the Financial Crimes Enforcement Network (FinCEN) announced that the new filing deadline for most reporting companies is now March 21, 2025.

While CTA reporting requirements are officially back in effect ...

The Employer Reporting Improvement Act (the “Act”) has filled a glaring hole in the realm of Affordable Care Act (“ACA”) compliance.[1] In its previous form, there was no discernable statute of limitations for the lookback period in which the Internal Revenue Service (“IRS”) could audit an employer’s treatment of “employer shared responsibility payments.” This left employers susceptible to surprise assessments for years following an incorrect disclosure. The Act has cleaned this up by explicitly providing for a six-year lookback period under Section 6065 ...

Although the U.S. Supreme Court recently lifted the nationwide injunction in Texas Top Cop Shop, Inc. v. McHenry, companies are still not required to comply with the reporting requirements under the Corporate Transparency Act (“CTA”). A separate nationwide injunction issued in Smith, et al. v. U.S. Department of the Treasury remains in effect, blocking enforcement of the CTA’s reporting requirements. As clarified on the Financial Crimes Enforcement Network’s (“FinCEN”) website, compliance remains voluntary while the Smith injunction is in place.

Recent ...

The legal battle over the Corporate Transparency Act (CTA) continues, now before the U.S. Supreme Court. On December 31, 2024, the U.S. Department of Justice (DOJ) filed an emergency application to stay the nationwide injunction issued by the Eastern District of Texas. This injunction currently halts enforcement of the CTA and its beneficial ownership information (BOI) reporting requirements, leaving businesses in a state of uncertainty.

The Legal Battle So Far

The CTA has been subject to a series of back-and-forth rulings:

• December 3, 2024: The Eastern District of Texas issued a ...

On December 26, 2024, the Fifth Circuit Court of Appeals vacated its December 23, 2024 stay of the preliminary injunction against the Corporate Transparency Act (CTA), reinstating the nationwide injunction issued by the Eastern District of Texas. As a result, reporting companies are once again not required to file Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) while the injunction remains in effect. FinCEN has issued a statement confirming this development, and reiterating, consistent with its position prior to the ...

On December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s emergency motion to lift the nationwide injunction against the Corporate Transparency Act (CTA). This decision reinstates the CTA’s reporting requirements for beneficial ownership information (BOI). In response, the Financial Crimes Enforcement Network (FinCEN) has issued new guidance, including extended filing deadlines to account for the time the injunction was in effect.

Key Update from FinCEN – Extended Filing Deadlines

• Pre-2024 Reporting Companies: Entities created or ...

The United States District Court for the Northern District of Alabama - Northeastern Division has issued a ruling declaring the Corporate Transparency Act (CTA) unconstitutional. As a result, the federal government is permanently enjoined from enforcing the CTA against the named plaintiffs, the National Small Business United d/b/a the National Small Business Association, et al., who challenged the law.

This decision may impact the enforcement of the CTA, and brings into question whether Beneficial Ownership Information reports should be filed by companies with FINCen within ...

Starting January 1, 2024, the Corporate Transparency Act (“CTA”) may require your business entity to file a report with the Financial Crimes Enforcement Network (“FinCEN”) disclosing information about (1) the entity, (2) its Beneficial Owners (as discussed further below) and (3) for entities created or registered starting January 1, 2024, its Company Applicants (“BOI Report”). According to the government, tens of millions of entities will not qualify for an exemption and will need to start filing BOI Reports. Each entity that is registered with a U.S. state to ...

New Reporting Obligations for Privately Held Entities

Starting January 1, 2024, the Corporate Transparency Act ("CTA") may require your business entity (e.g., LLC, Corporation, LP, etc.) to file a report with the Financial Crimes Enforcement Network ("FinCEN") disclosing information about (1) the company and (2) its beneficial owners.

Please note these two key deadlines:

(1) Any existing entity (created before January 1, 2024) that does not qualify for an exemption must file a Beneficial Ownership Information Report (a “BOI Report”) no later than January 1, 2025.

(2) Any ...