Corporate Transparency Act (“CTA”)
LATEST CTA DEVELOPMENTS AND TIMELINE:
3/24/25 (CURRENT STATUS): As expected, given the Department of the Treasury’s announcement on 3/2/25, FinCEN issued a press release providing for an interim final rule that removes the requirement for U.S. companies, which includes associations, to file and update BOI reports. The CTA will now only apply to entities that were formed under the law of a foreign country and that have registered to do business in the U.S. This is an interim final ruling only, with a final ruling to be issued sometime later this year. FinCEN is requesting comments on the proposed final ruling before May 27, 2025.
3/2/25: The Treasury Department announced suspension of CTA enforcement for U.S. citizens and Domestic Reporting Companies. It seems the focus will be shifted to foreign entities for now. While this appears to mean that associations no longer need to file or update their BOI Reports, it is only stating that the Treasury Department will not enforce it against certain companies, which would include Colorado associations. Interestingly we have not seen any such updates on the FinCEN website. Their website still indicates that compliance is mandatory by March 21, 2025. So, while we are cautiously optimistic that the law will soon be changed to eliminate the need for associations to file or update BOI Reports, today we only have a statement that noncompliance will not be enforced.
2/27/25: FinCEN will not issue any fines/penalties or enforce for failure to file or update BOI report until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.
2/19/25: FinCEN establishes new deadline to file BOI Report: FinCEN states that all initial BOI Reports must be filed by March 21, 2025.
2/18/25: US District Court grants stay of second injunction in the Smith case, allowing full enforcement of CTA. FinCEN states it will establish new deadline.
2/10/25: The Protect Small Business from Excessive Paperwork Act (a.k.a. the “Nunn Bill”) unanimously passes by the House and is now with the Senate. The Nunn Bill would delay the deadline for filing of initial BOI reports, but only for reporting companies formed prior to Jan. 1, 2024, until not later than Jan. 1, 2026.
2/5/2025: US Department of Treasury files notice of appeal against the Smith injunction, and requests another stay of the order while the appeal is pending.
01/24/25: Despite the US Supreme Court’s ruling, a separate injunction issued in the Smith vs. US Dept of Treasury case remained in effect. Because of this, FinCEN states it will not enforce CTA requirements, but will continue to accept voluntarily submissions.
01/23/25: US Supreme Court grants the government’s motion to stay, and lifts the nationwide injunction on the CTA. This meant FinCEN was again allowed to enforce the CTA.
12/27/24: FinCEN announces that, due to the ongoing federal court order, reporting companies are not required to file beneficial ownership information and no deadline is being enforced.
12/26/24: The 5th Circuit vacated its own stay issued on 12/23/24, and the preliminary injunction was once again in effect. This meant FinCEN was again prohibited from enforcing the CTA.
12/24/24: FinCEN extends CTA deadline to file BOI Reports to January 13, 2025.
12/23/24: Government appeals Texas ruling, and 5th Circuit Court grants an emergency motion lifting the nationwide injunction. This meant FinCEN was again allowed to enforce the CTA filing requirement.
12/10/24: FinCEN announces that, due to pending Texas ruling, companies are not subject to liability if they do not file by Jan 1, 2024.
12/3/24: In the Texas Top Shop case, US District Court, Eastern District of Texas, issues a sweeping nationwide ruling that served to halt the CTA’s reporting requirements pending lawsuit regarding constitutionality of the CTA. This meant FinCEN was not allowed to enforce the CTA filing requirement.
1/1/24: CTA goes into effect. BOI reports must be filed by January 1, 2025.
If you want to know more about the CTA please download the CTA Information Sheet or read our latest blog.