Corporate Transparency Act, Part 10: Interim Final Rule, U.S. Companies and U.S. Persons Exempt From Reporting

On March 26, 2025, FinCEN issued an interim final rule and request for comments, removing the requirement under the Corporate Transparency Act (CTA) for both U.S. companies and U.S. persons to report beneficial ownership information to FinCEN. The rule is effective March 26, 2025. Thus, subject to additional rule changes, U.S. companies and U.S. individuals no longer have to file an initial Beneficial Ownership Information Report (BOIR) or otherwise update or correct a previously filed BOIR. Please visit this link to access Parts 1-9 . . . Read More

Corporate Transparency Act, Part 9: Reporting Due March 21, 2025, No Penalties for Not Reporting (For Now)

On February 18, 2025, the final court order [1] blocking reporting under the Corporate Transparency Act (CTA) was lifted. Thus, the CTA’s reporting requirements are back in effect, and the new reporting deadline for most reporting companies is March 21, 2025; however, FinCEN has announced that no penalties or fines will currently be enforced for not reporting. Please visit this link to access Parts 1-8 in this series.  Although reporting requirements are back in effect, penalties and fines will not be enforced for . . . Read More

Corporate Transparency Act, Part 8: Supreme Court Weighs In; Voluntary Reporting Remains

On January 23, 2025, the U.S. Supreme Court stayed the preliminary injunction issued by the U.S. District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc., which halted reporting under the Corporate Transparency Act (CTA). However, a separate nationwide injunction issued in another CTA case [1] remains in effect. Thus, the CTA’s reporting requirements are still not in effect, though voluntary reporting remains. Please visit this link to access Parts 1-7 in this series.  Despite the Supreme Court’s . . . Read More

Corporate Transparency Act, Part 7: Reporting Requirements Stayed (Again), Voluntary Reporting Allowed

In the latest twist regarding the Corporate Transparency Act (CTA), the U.S. Court of Appeals for the Fifth Circuit, on December 26, 2024, vacated its own stay of the nationwide preliminary injunction that halted the enforcement of the CTA. Thus, the CTA’s reporting requirements are not currently in effect, though voluntary reporting is allowed. See links here to Part 1 , Part 2 , Part 3 , Part 4 , Part 5 , and Part 6 in this series.  In response to the Fifth Circuit vacating its own stay, FinCEN issued guidance . . . Read More

Corporate Transparency Act, Part 6: Reporting Requirements Back In Effect, Deadlines Looming

On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted a stay on the preliminary injunction that halted enforcement of the Corporate Transparency Act (CTA), pending resolution of the government’s appeal of the decision granting the injunction. Thus, the CTA’s reporting requirements are once again in effect, subject to FinCEN’s revised filing deadlines discussed below. See links here to Part 1 , Part 2 , Part 3 , Part 4 , and Part 5 in this series.  In response to the stay of the preliminary injunction, . . . Read More

Corporate Transparency Act, Part 5: Voluntary Reporting

In this fifth installment of PilieroMazza ’s series on the reporting requirements associated with the Corporate Transparency Act (CTA) (see links to Part 1 , Part 2 , Part 3 , and Part 4 ), we discuss the nationwide preliminary injunction halting enforcement of the CTA. While reporting companies formed prior to January 1, 2024, need not comply with the CTA’s January 1, 2025, Beneficial Ownership Information Report (BOIR) filing deadline, and reporting companies formed in 2024 similarly need not comply with the CTA’s ninety (90) day BOIR filing . . . Read More

Corporate Transparency Act, Part 4: Reporting Requirements Temporarily Suspended

As you may have been following, PilieroMazza previously reported on the requirements of the Corporate Transparency Act (CTA) and the reporting requirements that are associated therewith ( Part 1 , Part 2 , and Part 3 ). On December 3, 2024, in the case of Texas Top Cop Shop, Inc. et al. v. Garland et al., the U.S. District Court for the Eastern District of Texas issued a preliminary injunction against the enforcement of the CTA that applies nationwide. In its ruling, the court found that the “CTA is . . . Read More

Corporate Transparency Act, Part 3: Filing Extensions for Businesses Affected by 2024 Hurricanes

The Financial Crimes Enforcement Network (FinCEN) announced a significant relief measure under the Corporate Transparency Act (CTA) for businesses affected by five hurricanes impacting the U.S. in 2024. Hurricane relief extends the deadline for submitting a Beneficial Ownership Information Report (BOIR) by six months for companies that meet specific criteria. Please visit this link for Part 1 and this link for Part 2 in this series. Which Companies Qualify for the Extension? To qualify for this extension, a reporting company must meet two . . . Read More

Corporate Transparency Act, Part 2: Exempt Status, Physical Office, Dissolved and Tribal Entities, and Beneficial Ownership Information

The Corporate Transparency Act (CTA), which came into effect on January 1, 2024, has significant implications for government contractors, tribal entities, and commercial businesses. If you formed an entity before January 1, 2024, and are not subject to one of the exemptions, you must file your initial Beneficial Ownership Information Report (BOIR) no later than January 1, 2025.  If you formed an entity on or after January 1, 2024, and are not subject to one of the exemptions, you must . . . Read More

Corporate Transparency Act, Part 1: Constitutionality, Exemptions, and Substantial Control

The Corporate Transparency Act (CTA), which came into effect on January 1, 2024, has significant implications for government contractors and commercial businesses. This client alert summarizes recent developments in the CTA—including constitutionality, physical office requirements, unpopulated joint ventures, and substantial control—to help businesses comply with and avoid harsh enforcement penalties.  If you formed an entity on or after January 1, 2024, and are not subject to one of the exemptions, then you must file your initial BOI report within 90 days . . . Read More