Although none of these announcements or pronouncements can amend the statutory language of the CTA, they are an indication of how FinCEN and the Treasury Department plan to approach the enforcement of the CTA.
On the heels of FinCEN’s February 27, 2025, announcement pausing enforcement of the Corporate Transparency Act (CTA), the U.S. Treasury Department (which oversees FinCEN) issued a press release on March 2, 2025, announcing that, with respect to the CTA, “not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.” Later that day, in a post on Truth Social, President Trump celebrated the Treasury Department’s announcement and noted the “Treasury is now finalizing an emergency regulation to formally suspend this rule for American businesses.”
Although none of these announcements or pronouncements can amend the statutory language of the CTA, they are an indication of how FinCEN and the Treasury Department plan to approach the enforcement of the CTA. But as of the date of this Alert, it remains unclear exactly how or when the proposed rule issued by the Treasury Department will be implemented. As noted in its announcement on February 27, FinCEN itself intends to issue (i) an interim final rule no later than March 21, 2025, that extends beneficial ownership information (BOI) reporting deadlines and (ii) a notice of proposed rulemaking later this year to “to minimize burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities, as well to determine what, if any, modifications to the deadlines referenced here should be considered.”
Given the impending issuance of a new interim final rule by FinCEN no later than March 21, 2025, with extended BOI report filing deadlines, the March 2, 2025, announcement by the Treasury Department and the continued debate in the courts and Congress regarding the constitutionality of the CTA, reporting companies would be well-advised to continue to closely monitor CTA developments. Notwithstanding the current state of affairs with the CTA, companies that desire to file during this interim period may do so.
About Duane Morris
Duane Morris is actively monitoring developments regarding the CTA and issuing Alerts on the topic. To receive future Duane Morris Alerts on the CTA, please register for our CTA mailing list. Duane Morris will provide advice to clients regarding CTA compliance only when explicitly engaged to do so in writing.
For More Information
If you have any questions about this Alert, please contact Thomas R. Schmuhl, Jocelyn Margolin Borowsky, Joel N. Ephross, Hope P. Krebs, Lee J. Potter Jr., any of the attorneys in our Corporate Transparency Act Group, the attorney in the firm with whom you are regularly in contact, or Michael A. Gillen or any of the professionals in the Tax Accounting Group.
Disclaimer: This Alert has been prepared and published for informational purposes only and is not offered, nor should be construed, as legal advice. For more information, please see the firm's full disclaimer.