Wait, Just Kidding. Treasury Suspends CTA Enforcement, Promises New Rule to Exempt U.S. Reporting Companies.

Earlier this week, Treasury announced that it would not issue any fines or penalties (or take any other enforcement actions) based on a failure to file or update beneficial ownership information (BOI) within the current Corporate Transparency Act (CTA) deadlines, which were most recently extended to March 21, 2025.  President Trump amplified Treasury’s announcement with a social media post, applauding the announcement and indicating that, “Treasury is now finalizing an Emergency Regulation to formally suspend this rule for American businesses.”

This effective “suspension” of CTA enforcement came just weeks after the Government had successfully moved to lift the last remaining nationwide injunction against CTA enforcement.  The latest announcement states that Treasury will be issuing a new rule that will narrow the scope of CTA reporting, and allow for resumption of enforcement of the CTA, as to “foreign reporting companies” only.

While Treasury’s announcement is welcome news to most U.S. businesses impacted by the CTA, it still leaves some loose ends to monitor.  Although Treasury may choose not to enforce the CTA and BOI Reporting Rule, the law technically still remains effective and enforceable until the CTA itself is amended or repealed by Congress and/or Treasury promulgates new BOI reporting rules.  Since no new rules have yet been issued and Congress has not yet modified or repealed the CTA itself, as of this alert, all reporting companies are still technically subject to the current requirements under the CTA and original BOI Reporting Rule.

We will know more about the specifics of the new CTA exemptions for domestic companies and U.S. citizens, as well as the framework and deadlines for “foreign reporting companies” and their beneficial owners, after Treasury issues the new rulemaking it has promised.  So, while it appears that the March 21, 2025 filing deadline will not be enforced, we recommend that both domestic and foreign reporting companies and their beneficial owners, regardless of citizenship status, continue to monitor developments over the next few weeks as formal guidance and rules on the new anticipated BOI reporting framework are released.

In a separate forthcoming alert, we will also share additional information about Miller Johnson’s successful representation of the Small Business Association of Michigan in its litigation against CTA enforcement, which resulted in a favorable opinion from the Federal District Court for the Western District of Michigan earlier this week.  In short, the court held that the CTA violated the Fourth Amendment’s protections against unreasonable searches and seizures, a holding that may yet remain relevant to the anticipated updated BOI reporting framework and any state-level “mini CTA” reporting regimes.