Keeping owners, managers, and stakeholders up to date on issues affecting their businesses.
On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act (CTA).
On February 27, 2025, the Financial Crimes Enforcement Network (FinCEN) announced that it will not issue fines or penalties or take any other enforcement actions against companies based on failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act (CTA) by the current deadlines.
Enforcement of the Corporate Transparency Act (the “CTA”) will resume--with an extended deadline--after a federal court in Texas granted the U.S. government’s motion to pause a nationwide injunction.
On January 23, 2025, the U.S. Supreme Court granted the federal government’s request to stay a nationwide injunction against enforcing the Corporate Transparency Act (CTA) and its beneficial ownership information (BOI) reporting requirements. The injunction originally was issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland).
Year-end has seen a flurry of activity on the requirement to file beneficial ownership information (BOI) reports under the Corporate Transparency Act (CTA), with many changes. As of December 26, 2024, BOI filing again is not required (though this could change again).
On December 23, 2024, the Fifth Circuit of the United States Court of Appeals granted the Federal government’s motion for a temporary stay of the lower court’s order and injunction that had paused enforcement of the Corporate Transparency Act (CTA).
A federal district court in Texas issued a nationwide injunction Tuesday against enforcement of the Corporate Transparency Act (the “CTA”).
The January 1, 2025, reporting deadline for entities formed or registered before 2024 is fast approaching. (The reporting deadline for entities formed or registered this year is 90 days after formation or registration.) Many entities waited to file to see if reporting requirements would be changed or eliminated, whether due to new legislation or the results of several lawsuits challenging the CTA and BOI reporting requirements. However, to date no determinative lawsuit decisions or new legislation have changed the general requirements. Waiting until the last minute to report is risky.
On March 1, 2024, an Alabama federal court issued a ruling in National Small Business United v. Yellen in the plaintiffs' favor.
Beginning in 2024, many small businesses are required to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN) to create a national database for use by national security and law enforcement agencies to prevent the use of shell companies for criminal activity. It is critical that businesses understand their reporting requirements and how to properly report their information under this new law.
On March 1, 2024, the U.S. District Court of the Northern District of Alabama, Northeastern Division, granted summary judgment in National Small Business United v. Yellen. The case, filed by the National Small Business Association (NSBA) and others, alleged that the passage and enforcement of the Corporate Transparency Act (CTA) exceeded the U.S. Constitution’s limits on congressional power.
Changes are coming in 2024 that will affect the business entities with which we work.
On September 29, 2022, the Financial Crimes Enforcement Network (FinCEN) issued a final rule (the Final Rule) implementing the Corporate Transparency Act’s beneficial ownership information (BOI) provisions.
The BOI Rule is designed to make it more difficult for criminals and other bad actors to use shell and front companies to carry on illegal activity.
While Chapter 183 of the Wisconsin Statutes (Wisconsin’s Limited Liability Company Act) does not require listing the members of a limited liability company (LLC) in the LLC’s operating agreement or annual report, the Corporate Transparency Act, adopted as Title LXIV of the 2021 National Defense Authorization Act (the NDAA), requires the creation of a national database of the “beneficial ownership” of many entities, including LLCs. Therefore, federal reporting of certain LLC members will be required in the future.