Corporate Transparency Act: Do You Still Need to File?

What Is the CTA?
The Corporate Transparency Act was designed to combat money laundering and financial crime by requiring companies to disclose their beneficial owners, the individuals who ultimately own or control a business entity.

Unless a business met one of 23 CTA reporting exemptions, it was required to file a Beneficial Ownership Information Report (BOIR) with the Financial Crimes Enforcement Network (FinCEN). That report included personal details about each beneficial owner, such as name, birthdate, address, and a copy of an identification document.

The law went into effect January 1, 2024 (with enforcement set to begin on January 1, 2025), initiating a wave of confusion and urgency among small business owners.

Legal Challenges and a Moving Target
Throughout 2024, the CTA faced mounting legal challenges. In late 2024, a federal court in the Eastern District of Texas ruled that the reporting requirement was unconstitutional and issued a nationwide stay.

As the court battle played out, the enforcement timeline became unclear, and many businesses were left unsure about their next steps.

At every turn, our firm remained alert to changes, making sure our clients had accurate, up-to-date information about what was required and when.

What Changed in March 2025?
On March 2, 2025, the U.S. Department of the Treasury announced that it will not enforce any penalties or fines associated with the CTA’s beneficial ownership reporting rule under the current regulatory framework. That means no enforcement actions will be taken against:
• U.S. citizens
• Domestic reporting companies
• Their beneficial owners

Yesterday, on March 26, 2025, the Treasury issued an interim rule that significantly narrows the scope of the CTA. Under this update, only certain foreign entities doing business in the United States are currently required to file.

This rule is not yet final. The government has opened a 60-day public comment period, ending May 25, 2025, before finalizing the new version of the law. After reviewing those comments, the agency is expected to issue a final version of the rule that will define long-term compliance obligations.

You can submit a comment or read the proposed rule at:
https://www.federalregister.gov/documents/2025/03/26/2025-05199/beneficial-ownership-information-reporting-requirement-revision-and-deadline-extension#open-comment

What Does This Mean for Your Business?
As of now, most domestic entities (including corporations and LLCs) are no longer required to file BOIRs under the CTA. However, this pause in enforcement may be temporary. Once the final rule is published, the requirements could change again.

Here’s the current status:
• Domestic companies: Not required to file at this time.
• Foreign entities doing business in the U.S.: Still subject to reporting.
• All businesses: Encouraged to stay alert and be ready to respond once the final rule is issued.

Count on Us to Keep You Informed
The Corporate Transparency Act has proven to be a complex compliance issue. At Danna McKitrick, we remain committed to helping our clients navigate these shifting requirements with clarity and confidence.

We will continue to monitor developments and provide guidance as new rules take shape. If you have questions about how the CTA may affect your business, or whether you qualify for an exemption, we’re here to help.

Frequently Asked Questions

Is this the final FINAL rule removing the filing requirement?
While the future of any legislation can be uncertain, as the U.S. Department of the Treasury has announced it will not enforce penalties or fines associated with the reporting rule at any time for domestic entities, filing is on a voluntary-only basis and the requirement is not and will not be enforced for domestic corporations, limited liability companies and similar related entities.

Is anyone still required to file?
Companies formed outside the U.S. (“foreign reporting companies”) who do business domestically will still need to submit a report. The exception is that the information of any U.S. person who is a beneficial owner of the foreign entity need not be included in its report.

What happens to my information if I have already filed a report?
If Danna McKitrick has previously filed a report on your behalf, we will retain a copy should it be needed in the future, but no further updates will be required. All information submitted was uploaded into the Financial Crimes Enforcement Network database, the Beneficial Ownership Secure System (‘BOSS’), which is a secure nonpublic database which utilizes information security methods and techniques that are appropriate to protect non-classified information security systems at the highest level, as per FinCEN.

I keep getting e-mails from third parties asking to help me file my beneficial ownership information report. Is it ok to ignore them?
Unfortunately, many third-party filing agencies are still sending out e-mail blasts encouraging business owners to let them assist in filing the report. As mentioned above, the U.S. Treasury will not be enforcing the requirement for domestic companies.

What is an “interim” final rule? When will the rule be final?
FinCEN will be issuing the final rule this year. Following the March 26, 2025, issuance of the interim final rule, FinCEN is accepting comments for a period of 60 days, with a deadline of May 25, 2025. Given the timeline, late Summer or Early Fall 2025 should see the issuance of the final rule. Comments are accepted via the Federal Register at:
https://www.federalregister.gov/documents/2025/03/26/2025-05199/beneficial-ownership-information-reporting-requirement-revision-and-deadline-extension