Corporate Transparency Act Updates

Updated April 11, 2025

Corporate Transparency Act Scope Narrowed to Foreign Companies

In what may be the final twist, on March 21, the U.S. Treasury Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule exempting domestic companies from the Beneficial Ownership Information (“BOI”) reporting requirements of the Corporate Transparency Act (“CTA”). This means that if your company is domiciled in Oregon or another U.S. state, you do not need to file or update a BOI report.

Under the new regulations, only companies formed under the law of a foreign country who are registered to do business in a U.S. state as a foreign entity are required to file BOI reports, unless they meet an exemption. Moreover, if a beneficial owner of a foreign company is a U.S. citizen or resident, or a U.S. domestic company, the U.S. person or domestic company is exempted from reporting as a beneficial owner. The deadline for foreign companies to file, correct or update a BOI report is extended until 30 days after the Federal Register publishes FinCEN’s interim final rule.

This would appear to be the end of the CTA saga for domestic companies. However, this is an interim rule and the statutory law creating the CTA reporting requirements has not been amended or repealed by Congress, so it remains a law on the books, and we will see what happens.

For more information about the updated regulations, you can find the news bulletin released by FinCEN here. If you have any questions, contact your attorney.

Previous Updates

Corporate Transparency Act Enforcement Suspended by U.S. Dept. of the Treasury

From March 5, 2025

We recently informed you that the Beneficial Ownership Information (“BOI”) reporting requirements under the Corporate Transparency Act (“CTA”) were reinstated.  However, on March 2 the U.S. Department of the Treasury announced that it will not take any enforcement action, such as issuing penalties or fines, for failure to comply with the BOI reporting requirements of the CTA.  While the deadline to file, correct or update a BOI report remains March 21 for most small businesses, businesses will not be penalized for failing to file a report.

The CTA is pending further litigation and legislation to potentially repeal or revise the law. Further, the U.S. Department of the Treasury has announced that it intends to propose a rule to narrow the scope of the CTA to foreign reporting companies.

BOI reports are still being accepted if you would prefer to file.  The reports can be filed with the U.S. Treasury Financial Crimes and Enforcement Network (“FinCEN”) at https://www.fincen.gov/boi, or we can connect you with a third-party service provider to provide further assistance.

It seems that more changes are coming.  We will keep you updated when information becomes available. Please feel free to contact us if you have any questions.

Corporate Transparency Act Reporting Now Required

From February 26, 2025

Beneficial Ownership Information (“BOI”) reporting under the Corporate Transparency Act (the “CTA”) is again required. 

On February 17, 2025, a Texas judge in the Smith v. US Department of Treasury case issued an order staying its previous injunction, resulting in a resumption of reporting requirements. Businesses required to report, or to update a previous report, must do so by March 21, 2025, or such later date that reporting would otherwise be due (for example, extended reporting in certain disaster areas). 

For more information about the court order and updated reporting deadlines, you can find the news bulletin released by the US Treasury Financial Crimes and Enforcement Network (“FinCEN”) here. 

BOI reports can be filed with FinCEN at https://www.fincen.gov/boi, or we can connect you with a third-party service provider to provide further assistance.

The CTA is still pending further litigation, and we will keep you updated on developments.  If you have any questions, please contact your attorney.

Corporate Transparency Act Reporting Still Voluntary

From January 30, 2025

As you may have heard, the US Supreme Court recently reversed a preliminary injunction from the Eastern District of Texas blocking enforcement of the Corporate Transparency Act’s Beneficial Ownership Information (“BOI”) reporting requirements. While normally that would result in the reporting requirements resuming, the US Supreme Court did not disturb a separate injunction blocking enforcement that was issued by a different judge in that same district. As a result, companies are still not required to file BOI reports. However, if you still would like to file a BOI report, the U.S. Treasury Financial Crimes and Enforcement Network (“FinCEN”) is accepting voluntary submissions at https://www.fincen.gov/boi, or we can connect you with a third-party service provider to help streamline the process.

Here is FinCEN’s explanation of the situation:

“On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland). As a separate nationwide order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) still remains in place, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. Reporting companies also are not subject to liability if they fail to file this information while the Smith order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.”

No doubt there will be further twists and turns. We will continue to follow developments and will keep you apprised as more information becomes available.

Corporate Transparency Act Injunction Reinstated December 26th

From December 30, 2024

And the twists keep coming… Last week we notified you that a panel of federal judges lifted the preliminary injunction blocking enforcement of the Corporate Transparency Act (“CTA”), which created a new reporting requirement starting in 2024 known as a “Beneficial Ownership Information” or “BOI” report. 

 On December 26th, the Fifth Circuit Court of Appeals issued an order that reinstates the injunction for the time being, meaning that as of right now, you do not need to file a BOI report. However, the litigation is ongoing and the decision is not final. While a hearing is scheduled for March 25, 2024 for the Fifth Circuit to hear arguments on the matter, the government could seek further emergency relief from the Fifth Circuit or the US Supreme Court, which could result in resumption of the reporting requirements sooner than March.

Given the uncertainty created by the twists and turns this litigation has taken to date, companies that have not yet reported should consider assessing the reporting requirements and be ready and prepared to file BOI reports with the U.S. Treasury Financial Crimes and Enforcement Network (“FinCEN”) on short notice. While FinCEN did extend reporting deadlines following the December 23rd lifting of the injunction, it is not known if they will do so again.

If you would prefer to file a report now and not wait for the litigation to be resolved, FinCEN is still accepting voluntary submissions of BOI reports at https://www.fincen.gov/boi, or we can connect you with a third-party service provider to help streamline the process. 

We will continue to follow developments and will keep you apprised as more information becomes available.

Corporate Transparency Act Injunction Lifted December 23rd

From December 26, 2024

As you may recall, we previously sent an email about the federal Corporate Transparency Act (the “CTA”).  The CTA created a new reporting requirement for most small businesses, starting in 2024, known as a “Beneficial Ownership Information” or “BOI” report.  Earlier this month, we notified you that a federal judge imposed a preliminary injunction and temporarily relieved companies from their BOI reporting obligations. 

On December 23, 2024, a panel of federal judges lifted the preliminary injunction and reinstated the BOI reporting obligations. 

Because BOI reporting obligations are reinstated, companies are once again required to file a BOI report.  

In light of the fast approaching original January 1, 2025 reporting deadline, the Financial Crimes and Enforcement Network (“FinCEN”) has extended the BOI reporting deadline as follows:

  • Businesses formed prior to January 1, 2024 have until January 13, 2025 to file your BOI report.
  • Businesses formed on or after September 4, 2024 to December 2, 2024 have until January 13, 2025 to file your BOI report.  
  • Businesses formed on or after December 3, 2024 to December 23, 2024 have 111 days (that is, the original 90 day deadline plus a 21-day extension) from the formation date to file your BOI report.  
  • Businesses formed on or after January 1, 2025 will have 30 days from the formation date to file your BOI report (not 90 days as businesses formed in 2024 were given).

This change by FinCEN does not impact the existing reporting obligation for businesses formed between January 1, 2024 and September 3, 2024.  If your business was formed during this time frame, you should have already filed your BOI report, unless your business is exempt.  If you have not yet filed, we recommend you file your BOI report as soon as possible.

FinCEN is accepting BOI reports at www.fincen.gov/boi, or we can connect you with a third-party service provider to help streamline the process.  When information about your business or its beneficial owners change, you must update your report within 30 days.

This is not a final decision from the panel of federal judges, and we will update you if the reporting obligations change again.  You can also review the most recent updates from FinCEN at www.fincen.gov/boi.  If you have additional questions or concerns, please contact your attorney.

Court Blocks Enforcement of Corporate Transparency Act

From December 10, 2024

As you might recall, Hershner Hunter Attorneys sent an email about the federal Corporate Transparency Act (the “CTA”).  The CTA created a new reporting requirement for most small businesses, starting in 2024.  The deadline for this report (known as a “Beneficial Ownership Information” or “BOI” report) for existing businesses was December 31, 2024.

On December 3, 2024, a federal judge issued a preliminary injunction blocking enforcement of the Corporate Transparency Act.  As a result of the injunction, companies are not required to file a BOI report at this time.  This decision may be appealed by the government.  If the appeal is successful and the injunction is lifted, the reporting obligation would resume.

FinCEN is still accepting BOI reports, so if you prefer to not wait for this litigation to be firmly decided, you can still file a BOI report at https://fincen.gov/boi, or if you would like our assistance with filing, we can connect you with a third-party service provider to help streamline the process.  If you have already filed a BOI report, then as of right now, you do not need to update that report when information about your business or its beneficial owners change, but you can do so if you like.

If you have additional questions or concerns, please contact your attorney.

Business Law Updates: New Reporting Requirements

From October 25, 2024

The federal Corporate Transparency Act (the “CTA”) requires companies to file Beneficial Ownership Information Reports with the US Treasury Financial Crimes Enforcement Network (“FinCEN”) unless they meet an exemption.  While the rules are designed to combat money laundering, these rules create reporting obligations for nearly all small businesses. 

PLEASE CONTACT US IF YOU NEED ANY HELP DETERMINING WHETHER YOU MUST REPORT AND WHO ARE THE BENEFICIAL OWNERS OF YOUR COMPANY.  We are not able to file a CTA report on your behalf, but if you want or need a more streamlined submission process, we can connect you with a third-party service provider that can assist you.  Please continue reading for more information about the reporting requirements.  

Required Reports:

Companies covered by the CTA must file a Beneficial Ownership Information Report that includes information about the company and about each “beneficial owner.”  A “beneficial owner” is someone who owns or controls at least 25% of the company’s ownership interests or exercises substantial control over the company.  In addition, the company must identify the person(s) who forms the entity if the company is formed after January 1, 2024.  In this case, a “company” generally means an entity formed by filing paperwork with a state, including a corporation or limited liability company. 

Information about the company:

A reporting company must provide:

  • Its full legal name;
  • Any trade names or “doing business as” names;
  • A United States street address;
  • The jurisdiction of formation or, for foreign companies, location of first US registration; and
  • The IRS taxpayer identification number. 

Information about individuals: 

For each beneficial owner of a company and each company applicant, the reporting company must provide:

  • A full legal name (including middle names and suffixes, if any);
  • Date of birth;
  • Complete current residential street address (or business address for company applicants that form companies in the regular course of business); and
  • The unique identifying number, jurisdiction and image of a U.S. passport, state driver’s license or other identification issued by a state, local government or tribe, or, barring the foregoing, a foreign passport.

Alternatively, if an individual obtains a FinCEN identifier, that identifier may be given to the reporting company to use in lieu of providing the information above.  Needless to say, you will need to submit all of the information above to FinCEN in order to get an identifier. 

Exemptions:

There are currently 23 exemptions from reporting, most of which cover entities that are already regulated by or registered with the federal government in some way.  In addition, large operating companies and wholly-owned subsidiaries of large operating companies (or of certain other entities that are exempt from reporting) are exempt.  A large operating company is one that has:

  • More than 20 full time employees in the United States;
  • An operating presence at a physical office in the United States, and
  • Filed an income tax return or informational return for the previous year showing at least $5,000,000 in gross receipts or sales not including sources outside the United States. 

Timing:

The initial Beneficial Ownership Report must be filed:

  • Within 90 days of entity formation, for entities formed on or after January 1, 2024 and before January 1, 2025;
  • By January 1, 2025, if your entity was formed before January 1, 2024; or
  • Within 30 days of entity formation, for entities formed on or after January 1, 2025.
  • If any information changes on your report, you must update the report within 30 days. 
  • If you discover any inaccuracy in a report, you must update your report within 30 days of becoming aware of the inaccuracy, and there will be no penalties if the correction is made within 90 days of the filing.

Penalties apply if reports are not made or updated when required.  Note, we are not able to monitor for changes with your entity and you will need to have a system in place to ensure you update the report when needed.

How to report:

The reports must be filed with FinCEN.  There are many third-party companies that can assist with reporting, and we are happy to connect you with SingleFile, which has a useful interface to assist with the filing process for a fee.  Alternatively, you can directly file with FinCEN at https://fincen.gov/boi.

Court Case: 

A federal court ruled the CTA was likely unconstitutional and issued an injunction prohibiting FinCEN from enforcing the CTA against these specific plaintiffs in the case.  Because of that limitation, most businesses must still comply with the CTA. 

State Laws:

Several states have passed or are looking at passing laws similar to the CTA, which may have their own filing requirements that are separate from the CTA.  You may want to determine if your state has a reporting obligation. Currently, the state of Oregon has no such law.

Please contact any member of our Business Organizations Practice Group if you need any help determining whether you must report and who are the beneficial owners of your company.

This article provides general information and should not be construed as legal advice or a legal opinion on any specific facts or circumstances. If you have specific legal questions, you are urged to consult with an attorney concerning your own situation.