By: Timothy P. Brynteson, Esq.
The U.S. Department of Treasury’s Corporate Transparency Act (CTA) was signed into law in 2021with an effective date of January 2025. It established Beneficial Ownership Information (BOI) filing requirements that targets layered corporate structures that can enable the conduct of illicit activities, money laundering, the financing of terrorism, and other financial crimes.
The law’s planned effective date set in motion a flurry of activity in 2024 for an estimated 30 million United States businesses, mostly small-to medium-sized, to figure out how to comply with the law’s requirements.
Not surprisingly, the BOI implementation deadlines led to the filing of lawsuits in late 2024 and early 2025 and contributed to significant confusion as to the constitutionality of the law and the legality of its reporting requirements for businesses.
On March 26, 2025, the U.S. Department of Treasury issued an Interim Final Rule (IFR) in the Federal Register with a public comment period that ended on May 27, 2025.1/ The IFR proposes the removal of the BOI reporting requirement for U.S. companies and U.S. persons, providing that only “foreign reporting companies” would have to comply with the BOI filing.
Until the IFR has completed the required public process for comment/revision and is finalized, the future of any CTA BOI reporting requirements is uncertain. Several lawsuits continue to make their way through the courts concerning the constitutionality of the law itself. The law could be declared unconstitutional, ending all concerns and providing certainty. However, for now, the law is still in effect and the U.S. Department of Treasury’s rulemaking could face its own legal challenges from anti-corruption organizations and groups advocating for financial transparency.
Today, the heat is off for reporting, but the law could still be repealed or amended by Congress, and the true status of the law and its enforcement by federal agencies other than the U.S. Department of Treasury remains unsettled.
