We wish to inform you of a significant development regarding the Corporate Transparency Act (CTA), which mandates that certain business entities disclose their beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN).

Background

The CTA, enacted in 2021, aims to combat illicit financial activities by requiring companies to report their true ownership, thereby preventing the misuse of anonymous shell companies.

Recent Developments

In January 2025, enforcement of BOI was temporarily halted due to a nationwide injunction issued by a federal judge in Texas. However, as of February 18, 2025, this injunction has been lifted, reinstating BOI’s reporting requirements. In response, FinCEN has extended the filing deadline for most companies to March 21, 2025, acknowledging that businesses may need additional time to comply.

Who Is Affected?

The BOI’s reporting requirements apply to a wide range of entities, including corporations, limited liability companies, and other similar entities registered in the United States. Certain exemptions exist, such as for larger companies with more than 20 employees and over $5 million in annual revenue.

Action Steps

  1. Assess Applicability: Determine whether your entity falls under the BOI’s reporting requirements.
  2. Prepare Information: Gather necessary details about your beneficial owners, including full legal names, dates of birth, residential addresses, and identifying documents.
  3. File Timely: Submit the required information to FinCEN by the new deadline of March 21, 2025. Filings can be made through FinCEN’s online portal.

Potential Changes

FinCEN has indicated that it will assess options to modify reporting requirements for lower-risk entities during this period, aiming to alleviate burdens on small businesses while prioritizing significant national security concerns.

Stay Informed

Given the evolving nature of this matter, we will continue to update you on any further changes.

Please do not hesitate to contact us with any questions.