CTA in Limbo: Treasury Halts Enforcement for U.S. Businesses

[Updated September 2026] Short version: if your company was formed in the United States, you almost certainly do not have to file a beneficial ownership report with FinCEN right now. Here is how we got here, what it means today, and what I would (and would not) do about it. The Corporate Transparency Act was passed in 2021 and took effect on January 1, 2024. As written, it required most small U.S. companies (LLCs, corporations, limited partnerships) to file a Beneficial Ownership Information report with FinCEN identifying the people who own or control them, with penalties that ran to $500 a day and, in bad cases, criminal charges. I wrote about the basics, the exemptions, and the myths at the time. The rollout was a mess. A federal court in Alabama held the statute unconstitutional as to the plaintiffs in front of it in March 2024. A Texas federal court issued a nationwide injunction in December 2024, which was then stayed, lifted, and reinstated in a sequence that had every business lawyer in the country refreshing the FinCEN website daily. Filing deadlines came, went, and came back. Then, in early 2025, the executive branch simply changed course. On February 27, 2025, FinCEN announced it would not fine or penalize anyone for missing the existing deadlines. On March 2, 2025, the Treasury Department went further and said it would not enforce the CTA against U.S. citizens or domestic companies at all, and would rewrite the rule to cover foreign companies only. In late March 2025, FinCEN issued an interim final rule doing exactly that: U.S.-formed companies and U.S. persons were removed from the definition of “reporting company” and the reporting requirement, leaving only certain foreign-formed entities registered to do business here. For a Texas LLC or corporation, there is currently no BOI filing requirement, no deadline, and no penalty exposure for not filing. If you already filed, your information is sitting at FinCEN; there is generally nothing you need to do about that. If you own an entity that was formed outside the United States and is registered to do business here, you may still have a reporting obligation, and the deadlines for those entities are short – call your lawyer. Two cautions. First, this is a regulatory and enforcement decision, not a repeal. The statute is still on the books, the constitutional litigation is still working its way through the courts, and a future administration (or Congress, or a court) could put some version of the requirement back. Second, “as of this writing” is doing real work in that paragraph. Check the date on this article, and check FinCEN’s website, before you rely on it. Not much, but not nothing. Keep a current internal record of who owns and controls each of your entities – names, addresses, ownership percentages. You need that information anyway for banks, for buy-sell agreements, for tax returns, and for the day your business partner’s ex-spouse shows up with a lawyer. If the federal requirement ever comes back, you will be able to comply in an afternoon instead of a panic. Beyond that, put a note on your calendar to check the status once a year, and talk to your business lawyer if you form or acquire anything with a foreign parent or a foreign owner. That is the whole update. Considerably less exciting than the “your LLC will cost you $500 a day” posts that were making the rounds a couple of years ago – which is, in this case, good news.

• U.S. Department of the Treasury press release of March 2, 2025: home.treasury.gov/news/press-releases/sb0038
• FinCEN news release of February 27, 2025, “FinCEN Not Issuing Fines or Penalties in Connection with Beneficial Ownership Information Reporting Deadlines”: fincen.gov
• Thomson Reuters, “Corporate Transparency Act Won’t Be Enforced Against US Citizens, Domestic Entities” (March 2025): tax.thomsonreuters.com