The corporate transparency act: can you now ignore it?

What the "Corporate Transparency Act" means to you

Responsibility for reporting most business ownership information to the federal government falls upon financial institutions. Beginning January 1, 2024, the Corporate Transparency Act (the "Act") placed that obligation on many business owners as well, requiring them to report beneficial ownership information ("BOI") to the Financial Crimes Enforcement Network ("FinCEN") of the U.S. Treasury Department. After two years of court challenges and rule changes, that requirement is now gone for American businesses. On August 11, 2026, FinCEN issued a final rule permanently exempting all entities created in the United States — and their beneficial owners — from reporting BOI to FinCEN. Only foreign companies registered to do business in the United States still report, and even they do not report their U.S. owners. Keep reading for how we got here and what, if anything, is left for you to do.

What is BOI? Beneficial ownership information ("BOI") consists of disclosures about ownership that most business owners were originally required to file with FinCEN under the Act. The information collected was intended to help prevent money laundering, fraud, terrorist activities, and other criminal undertakings.

Has the CTA been challenged in court? Yes, several lawsuits are winding their way through the courts challenging enforcement of the CTA. In early December (2024), U.S. District Court Judge Amos L. Mazzant preliminarily enjoined the CTA and its implementing regulations. Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (Dec. 03, 2024). Two days later the Department of Justice filed an appeal with the 5th Circuit Court of Appeals on behalf of the Department of Treasury. On December 17, 2024, Judge Mazzant declined to pause his ruling while that appeal proceeded, denying the government's motion to stay the injunction. Texas Top Cop Shop, Inc. v. Garland, No. 4:24-CV-478 (E.D. Tex. Dec. 17, 2024) (order denying stay pending appeal).

Appellate court lifts injunction. On December 23, 2024, the 5th Circuit Court of Appeals lifted the injunction previously issued by the lower court. The court said in its order that "the government has made a strong showing that it is likely to succeed on the merits in defending CTA's constitutionality."

Appellate court reinstates injunction. In a dizzying turn of events, on December 26, 2024, the 5th Circuit Court of Appeals reinstated the injunction previously issued by the lower court. In its superseding order, the court stated:

However, in order to preserve the constitutional status quo while the merits panel considers the parties' weighty substantive arguments, that part of the motions-panel order granting the Government's motion to stay the district court's preliminary injunction enjoining enforcement of the CTA and the Reporting Rule is VACATED.

The Supreme Court steps in. On January 23, 2025, the United States Supreme Court stayed the Texas Top Cop Shop injunction pending the government's appeal. McHenry v. Texas Top Cop Shop, Inc., No. 24A653, 604 U.S. ___ (Jan. 23, 2025). Even so, reporting remained on hold, because a second Texas case had entered its own nationwide relief on January 7, 2025.

Next, on February 17, 2025, the U.S. District Court for the Eastern District of Texas — citing the Supreme Court's McHenry order — stayed its own January 7 relief in Smith, et al. v. U.S. Department of the Treasury, et al., No. 6:24-cv-336-JDK (E.D. Tex. Feb. 17, 2025), meaning the CTA's reporting requirements were once again in effect. FinCEN soon thereafter set a new deadline of March 21, 2025, to file BOI reports.

FinCEN Responds. On March 2, 2025, the Treasury Department announced that, with respect to the CTA, not only would it not enforce any penalties or fines associated with the BOI reporting rule under the existing regulatory deadlines, but it would further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either.

Consistent with the Treasury Department’s March 2, 2025 announcement, FinCEN issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to file BOI reports with FinCEN under the Corporate Transparency Act. In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Upon the publication of the interim final rule, the following deadlines applied for foreign entities that are reporting companies: Reporting companies registered to do business in the United States before the date of publication of the IFR were required to file BOI reports no later than 30 days from that date. Reporting companies registered to do business in the United States on or after the date of publication of the IFR had 30 calendar days to file an initial BOI report after receiving notice that their registration was effective.

FinCEN makes it permanent. On August 11, 2026, FinCEN adopted its final rule, confirming the approach of the interim rule and permanently ending BOI reporting for U.S. companies and U.S. persons. Under the final rule, only entities formed under the law of a foreign country that have registered to do business in a U.S. state or Tribal jurisdiction are "reporting companies." Those foreign reporting companies do not report U.S. persons as beneficial owners, and U.S. persons are not required to provide BOI to them. FinCEN also announced that it will remove BOI previously filed by U.S. companies and U.S. persons from its database where practicable — no request is necessary — and that U.S. persons who obtained FinCEN identifiers no longer need to keep that information current. The final rule took effect upon its publication in the Federal Register.

So — can you now ignore it? If your company was formed in the United States — including every Missouri corporation, LLC, or limited partnership — yes. You have no BOI report to file, no update obligation, and nothing to correct; any BOI your company filed earlier is being removed from FinCEN's database. Two practical notes: your bank will still ask for ownership information when you open or maintain accounts under its separate customer due diligence rules, and a few states (most notably New York) have adopted transparency laws of their own that can apply to companies registered there. Foreign-formed entities registered to do business in the United States remain covered and should confirm their filings are current.

Did you know? The above information is presented by Williams | Robinson | Wiggins as a public service and to generally outline the law in a particular area. It is not provided and is not intended as legal advice tailored to you or to your unique situation. Every legal matter depends upon specific facts which an attorney hired by you must consider in forming legal opinions and advice.

Need more information? If you have questions about the Act, or about a foreign entity that must still file, you may contact us at(573) 341-2266 to obtain more detailed assistance.