If you have been following our reports on the subject, you know that the Corporate Transparency Act (CTA) had a tumultuous end to 2024 and start to 2025, with a series of court actions leading to oscillating reports about whether the CTA was enforceable. Now, the elements of the executive branch of government that were pushing courts to allow for enforcement of the CTA have announced a self-initiated freeze on enforcement until the CTA reporting regime can be reformed through their further rulemaking.

FinCEN’s February 27 Release

On February 27, 2025, the Financial Crimes Enforcement Network (FinCEN), a bureau of the US Department of Treasury (Treasury), announced: “that it would not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines…until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.”

FinCEN also stated that it intends to issue an interim final rule no later than March 21, 2025, that extends BOI reporting deadlines and recognized “the need to provide new guidance and clarity as quickly as possible, while ensuring that BOI that is highly useful to important national security, intelligence, and law enforcement activities is reported.”

Treasury’s March 2 Release

Then, on March 2, 2025, Treasury went a step further than FinCEN, stating that it will not enforce any penalties or fines against US citizens or domestic reporting companies or their beneficial owners after the forthcoming FinCEN interim rule takes effect.

Treasury also stated that it will issue a proposed rule that will narrow the scope of the CTA to foreign reporting companies only. The CTA defines a foreign reporting company as a corporation, limited liability company or other entity formed under the law of a foreign country and registered to do business in any state or tribal jurisdiction by filing of a document.

As of the time of this release neither FinCEN’s interim final rule nor Treasury’s proposed rule had been made publicly available.

State Corporate Transparency Laws

As a reminder, certain states have adopted regimes modeled on, and in some cases referencing, the provisions of the CTA. For example, the New York LLC Transparency Act will start requiring beneficial ownership reporting as of January 1, 2026, for limited liability companies organized or registered to do business in New York. It will be interesting to see what, if any, changes are made by New York and other states based on future CTA rulemaking.

The Bracewell CTA Task Force will continue to monitor and report on developments regarding the CTA.