UPDATE: The Corporate Transparency Act – No Enforcement Against US Citizens or Companies

On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that revised the definition of a reporting company to exclude domestic companies.  This is consisting with the March 2, 2025 press release issued by the Treasury Department announcing that it will not enforce any penalties or fines against U.S. citizens or domestic reporting companies for failure to comply with the Corporate Transparency Act.  The Treasury Department specifically advised that this applies regardless of the outcome of the pending litigation and the effect of any additional rule changes.

The effect is that the Corporate Transparency Act only applies to foreign reporting companies, which are companies formed under the law of a foreign country and registered to do business in the United States. 

This appears to be a definitive decision, regarding applicability and enforcement of the Corporate Transparency Act.  U.S. companies are not required to file beneficial ownership information reports and will not be penalized or fined for failure to comply with the Corporate Transparency Act. 

New York limited liability companies should be aware, however, that the changes to the Corporate Transparency Act do not have any impact on the New York LLC Transparency Act (“NYLTA”).  As of today, the NYLTA remains scheduled to go into effect on January 1, 2026.  Any new limited liability company formed or authorized in New York after January 1, 2026 is required to file a beneficial owner report, or proof of exemption, within 30 days of formation or authorization to do business in New York.  Limited liability companies already in existence as of January 1, 2026, have until January 1, 2027 to file the initial report. Once an initial report has been filed, all entities are required to file an annual statement either confirming or updating the information.

We will continue to monitor further developments both in the courts and with regard to further legislation or rulemaking.