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Important Legal Update: Treasury Department Halts Enforcement of BOI Reporting

Posted on by J. Thomas O'Brien, Jr., Edward B. Lumpkin, Sam Serra Cerchio

CORPORATE TRANSPARENCY ACT

As the latest development in the saga surrounding beneficial ownership information (“BOI”) reporting, on March 2, 2025, the U.S. Department of the Treasury announced that it will suspend enforcement of the Corporate Transparency Act (“CTA”) for U.S. citizens and domestic reporting companies. The Treasury Department further stated that it plans to narrow the scope of the BOI Reporting Rule to apply to foreign reporting companies only.

Even though the Treasury Department will not enforce any penalties or fines associated with the reporting deadline, FinCEN is still accepting BOI reports on their website under their previously announced deadline of March 21, 2025. This latest update significantly reduces the risk of noncompliance with the CTA. Nonetheless, the CTA remains in flux, and responsible business owners should monitor future developments. Sign up to our blog posts and email notifications to stay updated.

If you have concerns about your entity’s compliance or any other questions about BOI reporting requirements, you should seek the advice of counsel.

About the Authors

J. Thomas O'Brien, Jr. heads the firm's mergers and acquisitions (M&A) team and serves as outside general counsel to many of the firm's clients. Tom frequently counsels business owners in entity formation and exit strategy planning.

Edward B. Lumpkin works with a broad range of for-profit and non-profit organizations, from start-up ventures to public companies, on a wide variety of matters, with an emphasis on mergers and acquisitions, joint ventures, franchising and licensing arrangements and general corporate, regulatory and securities matters.

Sam Serra Cerchio After working with Spotts Fain as a law clerk for two years, Sam Cerchio has graduated from law school, passed the bar and joined Spotts Fain as an Associate in the firm's Business and Litigation sections.

Spotts Fain publications are provided as an educational service and are not meant to be and should not be construed as legal advice. Readers with particular needs on specific issues should retain the services of competent counsel.