Careers

Experiences

Industries

Offices

Our Firm

Pages

Our People

Updates

Practices

Warner Norcross + Judd LLP is a corporate law firm with over 230 attorneys serving clients in nine offices throughout Michigan. Among the largest law firms in Michigan, Warner works in virtually all areas of business law.

Michigan Law Firm - Warner Norcross + Judd LLP

The United States Treasury Department <a href="https://home.treasury.gov/news/press-releases/sb0038" target="_blank" rel="noreferrer noopener">announced</a> on March 2, 2025, that the Beneficial Ownership Information (BOI) reporting required by the Corporate Transparency Act (CTA) is now voluntary for U.S. entities and citizens.

core/paragraph

The updated reporting deadline, March 21, 2025, will no longer be enforced against U.S. citizens or entities formed in the U.S., and no fines or penalties will be levied until a forthcoming interim final rule takes effect. We are waiting for publication of the interim final rule. Treasury confirmed that it will narrow the CTA’s scope to apply solely to foreign reporting companies. However, it is possible that domestic entities with foreign ownership may still be required to report following the new rulemaking.

While the CTA remains in effect, the risk of enforcement for domestic entities is all but gone for now. However, if a reporting company chooses not to file their BOI report, then the company risks a technical default under their commercial contracts or organizational documents if the company is obligated to comply with the CTA in its current form.

Resulting Landscape for Reporting Companies

The current March 21 deadline that applies to most reporting companies will be pushed back.

core/list-item

The Financial Crimes Enforcement Network (FinCEN), the body charged with enforcement of the CTA, <a href="https://www.fincen.gov/news/news-releases/fincen-not-issuing-fines-or-penalties-connection-beneficial-ownership" target="_blank" rel="noreferrer noopener">will not issue</a> fines or penalties or take other enforcement actions against any companies for failure to meet the March 21 deadline. Fines and enforcement are on hold until after the forthcoming rule change and deadline extension.

Even after the forthcoming rule change and deadline extension, the CTA will not be enforced against domestic entities (entities formed under the laws of any U.S. state), beneficial owners of domestic entities or U.S. citizens.

Failure to file a report by the March 21 deadline (or later deadline for certain entities impacted by natural disasters) does constitute noncompliance with the CTA, even though there will not be enforcement. This noncompliance may result in disclosure obligations or other compliance-related issues for failure to comply with a law.

Foreign reporting companies — entities formed under the laws of a jurisdiction outside the U.S. that have filed with one or more U.S. states for authority to conduct business in the U.S. — are likely to have BOI reporting obligations under the CTA even after the pending rule change takes effect. Foreign companies may choose to report on or before the March 21 deadline to avoid technical noncompliance even though Treasury and FinCEN will not take enforcement action until a rule change and later deadline take effect. Alternatively, foreign reporting companies may choose to wait to see the text of the rule change and determine the new deadline that will apply.

core/list

Warner’s CTA task force will keep you updated on further developments to the reporting obligations under the CTA. If you have questions about the Treasury’s announcement or its implications for your business, reach out to Corinne Curtis, Loren Andrulis, Phil Haywood, Charlie Quigg, Alan Jurcak or your Warner attorney.

Cannabis

Private Client and Family Office

Partner

Loren Andrulis

Associate

Philip T. “Phil” Haywood

Alan F. Jurcak

Charles R. “Charlie” Quigg

Corinne N. Sprague Curtis

Closely Held Businesses

Corporate

Real Estate

Trusts and Estates

CTA Filing is Now Voluntary for US Entities and Citizens: Rule Changes Ahead

Warner Norcross + Judd LLP is responsible for the contents of our advertising and this website. Please read our full <a href="/privacy-policy/" aria-label="see privacy policy">privacy policy</a> available on our website. If you have any questions or comments about our website or our Privacy Policy please contact us at <a href="mailto:info@wnj.com">info@wnj.com</a> or 616.752.2000.

CTA Filing is Now Voluntary for US Entities and Citizens: Rule Changes Ahead

professionals