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The End of the Corporate Transparency Act?

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On March 2, 2025, the U.S. Department of the Treasury reaffirmed FinCEN’s recent announcement, explicitly stating that no fines or penalties would be imposed on U.S. citizens or domestic reporting companies under the existing filing deadlines or upcoming rule changes. In short, for now, only foreign reporting companies remain subject to CTA enforcement, while domestic businesses are no longer required to file beneficial ownership reports with FinCEN.

FinCEN has also stated that it will explore ways to reduce the regulatory burden on small businesses. While changes are forthcoming, the agency maintains that beneficial ownership information will continue to play a role in national security and law enforcement efforts. Revised regulations are expected later this year, incorporating feedback from small businesses to refine the reporting framework.

As these regulatory shifts unfold, it remains crucial for businesses to stay informed and consult their legal counsel to ensure they are prepared for any future changes.

We will continue to monitor these developments and share updates as more information becomes available. For the latest insights, visit our CTA Resource Page, or feel free to contact us with any questions at (605) 224-9189 or via our contact form.

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BOI Reporting Under the CTA: Deadline Extended but Requirements Return

CTA-BOI-Reporting

The Corporate Transparency Act (CTA) continues to evolve as legal challenges and regulatory adjustments reshape its enforcement. On February 18, 2025, the U.S. District Court for the Eastern District of Texas issued a ruling in Smith v. U.S. Department of the Treasury, effectively reinstating the beneficial ownership information (BOI) reporting requirements under the CTA.

Recognizing that reporting companies may need additional time to comply, the Financial Crimes Enforcement Network (FinCEN) has extended the BOI reporting deadline by 30 days from February 19, 2025. This extension applies broadly, with some exceptions.

Updated BOI Reporting Deadlines

  • March 21, 2025: The new deadline for most reporting companies to file their initial, updated, or corrected BOI reports.
  • Later deadlines apply where applicable: Companies previously granted extensions beyond March 21, 2025 (i.e., due to disaster relief provisions) should follow their original extended deadline.
  • Exemptions remain in place: Plaintiffs in National Small Business United v. Yellen, including members of the National Small Business Association (NSBA) as of March 1, 2024, are not required to report their BOI at this time.

The legal and regulatory landscape surrounding the CTA remains fluid, and businesses should stay informed and consult their legal counsel for guidance.

We will continue monitoring developments and provide updates as they become available. Visit our CTA Resource Page for the latest information, and if you have any questions or need assistance, please reach out to us via our contact form or by calling (605) 224-9189.

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Supreme Court Lifts Stay on CTA Injunction, but FinCEN Responds Saying No BOI Filing Required

CTA-Corporate-Transparency-Act

In yet another turn of events regarding the Corporate Transparency Act (CTA), on January 23, 2025, the U.S. Supreme Court removed the stay and effectively eliminated the nationwide injunction on the CTA, allowing the government to reinstate enforcement of the CTA and its Beneficial Ownership Information (BOI) reporting requirements.

As of January 24, 2025, FinCEN will accept a voluntarily submitted BOI report, but reporting is not required due to the other pending litigation (Smith v. U.S. Department of the Treasury). In its January 24 update, FinCEN states:

“Reporting companies also are not subject to liability if they fail to file this information while the Smith order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.”

Regardless of the January 23 ruling, the Supreme Court’s decision does not address the underlying case, which is still under appeal in the Fifth Circuit. Oral arguments for the expedited appeal in Texas Top Cop Shop remain scheduled for March 25, 2025.

Key Takeaways for Reporting Companies

  • No Mandatory BOI Reporting: FinCEN has stated BOI reporting is not required at this time.
  • Decide on Your Action: The back-and-forth and having to monitor can be time consuming and the BOI reporting requirements may become enforceable again. You should discuss with your legal team and decide whether you want to file your BOI report. 

As we’ve seen, the legal landscape on the CTA could quickly shift again. As we wait to hear guidance on a new deadline, we strongly encourage you to consult with counsel on the best course of action, especially if you want beneficial ownership reports to be filed for one or more entities.

We’ll continue to monitor this latest announcement and the deadlines that will follow. Visit our CTA Resource Page for the latest information, and if you have any questions or need assistance, please reach out to us via our contact form or by calling (605) 224-9189.

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CTA Update: Reporting Rule Back on Hold After Latest Court Decision

CTA-Corporate-Transparency-Act

CTA-Corporate-Transparency-ActIn yet another round of government and legal “ping pong” regarding the Corporate Transparency Act (CTA) and its reporting rule for beneficial ownership information (Reporting Rule), the Fifth Circuit has reversed its December 23, 2024 order, meaning the CTA and Reporting Rule are once again paused.

As we shared in our recent blog post, on December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s motion to stay a preliminary injunction while the appeal on the constitutionality of the CTA and Reporting Rule continues. This ruling reinstated the CTA’s enforcement and set a January 1, 2025 deadline for existing reporting companies to file beneficial ownership information (BOI) reports, prompting the Financial Crimes Enforcement Network (FinCEN) to extend filing deadlines for most companies to January 13, 2025.

However, in an unexpected turn, the Fifth Circuit reversed its decision on December 26, 2024, effectively pausing the CTA and its Reporting Rule once again. As of now, reporting companies are not required to file BOI reports. The Fifth Circuit provided limited reasoning for the reversal, stating:

“The merits panel now has the appeal, which remains expedited, and a briefing schedule will issue forthwith. 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.”

In addition, FinCEN posted a response to the latest reinstatement of the national injunction, and consistent with prior postings they are saying compliance is currently allowed but not required.

“In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.”

With the latest decision, deadlines remain in flux, and further legal developments could alter the enforcement status of the CTA. An oral argument on the CTA’s constitutionality is scheduled for March 25, 2025, leaving it uncertain whether the stay will remain in effect until then. Given this uncertainty, we encourage you to consult legal counsel to understand how these changes may impact your specific situation. Additionally, it’s wise to have your beneficial ownership information prepared for filing, should the CTA and Reporting Rule be reinstated.

As this unprecedented legal saga continues to unfold, look to Bridgeford Trust Company for updates on this rapidly evolving situation. Visit our CTA Resource Page for the latest information, and if you have any questions or need assistance, please reach out to us via our contact form or by calling (605) 224-9189.

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Urgent Corporate Transparency Act Update: Reporting Rule Back in Effect

CTA-Update 12.24.24

CTA-Update 12.24.24As we shared in previous updates and summarized on Bridgeford’s CTA Resource Page, the legal landscape surrounding the Corporate Transparency Act (CTA) continues to evolve rapidly. Most recently, on December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s motion to stay enforcement of the preliminary injunction that temporarily blocked the CTA and its beneficial ownership reporting rule. As a result, reporting companies not otherwise exempt from the CTA must file their beneficial ownership information reports, with FinCEN extending the deadline for most companies to January 13, 2025.

FinCEN outlines the extended reporting deadlines in its latest alert, summarized below:

  • Reporting companies created or registered prior to January 1, 2024: Deadline extended to January 13, 2025.
  • Reporting companies created or registered in the U.S. on or after September 4, 2024, with a filing deadline between December 3, 2024, and December 23, 2024: Deadline extended to January 13, 2025.
  • Reporting companies created or registered in the U.S. on or after December 3, 2024, and on or before December 23, 2024: Additional 21 days from their original filing deadline.
  • Reporting companies that qualify for disaster relief: Extended deadlines may fall beyond January 13, 2025.
  • Reporting companies created or registered in the U.S. on or after January 1, 2025: 30 days to file after receiving actual or public notice that their creation or registration is effective.
  • Additionally, certain parties, such as plaintiffs in the National Small Business United v Yellen case, remain exempt from filing at this time.

As highlighted in FinCEN’s most recent alert:

“The government continues to believe—consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon—that the CTA is constitutional. For that reason, the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024 and separately sought of stay of the injunction pending that appeal with the district court and the U.S. Court of Appeals for the Fifth Circuit.”

It is important to note that there are other courts considering whether the CTA is constitutional. Therefore, the legal landscape on the CTA could quickly shift again, either from the Fifth Circuit, Supreme Court, or another federal court. We urge you to consult with counsel on how to proceed, particularly if beneficial ownership reports may need to be filed for one or more entities.

As the legal saga continues to unfold, Bridgeford Trust Company will keep you updated. Visit our CTA Resource Page for timely updates, and if you have any questions, feel free to reach out via our contact form or by calling us at (605) 224-9189.

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CTA Update: FinCEN’s Statement and Bridgeford’s Resource Page

CTA FinCEN Update

CTA FinCEN UpdateAs we shared in an update last week, a federal district court issued a preliminary injunction temporarily blocking enforcement of the Corporate Transparency Act (CTA) and its reporting rule. This nationwide ruling halts the requirement for reporting companies to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). As a result, companies subject to the CTA’s reporting requirements are now exempt from filing beneficial ownership reports until further notice.

In response, FinCEN has stated:

“In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.”

On December 5, 2024, the Department of Justice filed a Notice of Appeal on behalf of the Department of the Treasury, signaling the government’s intent to challenge the court’s decision. This legal action underscores the continued debate over the CTA, which was enacted to combat illicit financial activities but has faced challenges over its implications for confidentiality and compliance burdens.

Bridgeford Trust Company’s CTA Resource Page

The ongoing legal developments surrounding the CTA highlight the complexities of this legislation and its implications for businesses. To help advisors and clients stay informed, Bridgeford Trust Company has created a dedicated CTA Resource Page, offering timely updates and insights.

The landscape surrounding the CTA is evolving rapidly, and Bridgeford Trust Company will continue to monitor developments closely. We encourage you to explore the resources on our CTA Resource Page, and if you have any questions, feel free to reach out via our contact form or by calling us at (605) 224-9189.

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Federal Court Blocks Enforcement of CTA: Implications and Insights

cta-federal-court-ruling

On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction temporarily blocking enforcement of the Corporate Transparency Act (CTA) and its reporting rule (Reporting Rule). This ruling halts the requirement for reporting companies to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), despite the looming January 1, 2025, compliance deadline for reporting companies formed prior to 2024. The injunction applies nationwide, meaning that all companies subject to the CTA’s reporting requirements are now exempt from filing beneficial ownership reports until further notice.

In its order, the Court noted:

“…the CTA is a law enforcement tool—not an instrument calibrated to protect commerce; an exercise of police power, rather than a regulation of an activity which might impair commerce among the several states. This the Commerce Clause will not tolerate.”

This statement underscores the Court’s view that the CTA oversteps constitutional limits, and while this ruling temporarily pauses compliance obligations, the final impact remains uncertain. Businesses should stay informed and proactive as the legal battle over the CTA unfolds, particularly in light of harsh penalties for non-compliance. Reporting companies should also carefully follow legal advice and continue gathering the required information. If legal advice is to suspend reporting in light of the Court’s ruling, reporting companies should still be prepared to file, at a moment’s notice, to meet the January 1, 2025, deadline if enforcement resumes after further Court action.

The CTA Defined and Debated: Insights from Bridgeford

At the South Dakota Trust Association’s 8th Annual Fall Forum in October, David Warren, Co-Founder and Chairman of Bridgeford Trust Company, delivered a presentation titled The Corporate Transparency Act is Here: Now What? Held in Deadwood, South Dakota, the event brought together trust industry leaders to examine the latest developments in legislation, trends, and compliance requirements.

David’s session explored the CTA, its sweeping reporting requirements for corporations, LLCs, and other entities, and the debate it has sparked due to its impact on privacy and administrative complexity. In his presentation, David outlined several critical aspects of the CTA:

  • Reporting Requirements, Exemptions, and Penalties: Entities must disclose beneficial ownership information to FinCEN, with harsh penalties for non-compliance, including fines and imprisonment.
  • Privacy Protections: While the CTA mandates extensive transparency, it includes privacy safeguards enforced by FinCEN to protect beneficial owners’ personal information.
  • Privacy in a Transparent World: The CTA’s impact on trust and estate planning, and how individuals and entities might need to restructure their trusts and holding companies to maintain privacy and asset protection.

Even as the CTA faces legal uncertainties, it challenges traditional notions of confidentiality, making it critical to understand and prepare for its potential implications. During the presentation, David emphasizes the need for proactive compliance and innovative strategies to adapt to this new transparency regime, highlighting how South Dakota’s trust laws, including Directed Trusts and robust privacy provisions, provide effective solutions to these challenges.

Watch the Full Presentation

If you missed the Fall Forum or want to explore the CTA’s implications in more detail, you can now watch David’s full presentation on Bridgeford’s YouTube Channel.



We will continue to follow the rollout of the CTA and its evolving challenges. To help advisors and clients stay informed, Bridgeford Trust Company has created a dedicated CTA Resource Page, offering timely updates and insights.

If you have questions about the CTA, its impact on trust planning, or compliance strategies, we encourage you to contact us via our contact page or by calling (605) 224-9189.

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