CTA BOIR Filing Obligations Suspended (Again)
We previously reported that US companies had until March 21 to complete their filing obligations under the Corporate Transparency Act (CTA). That deadline has now been suspended – again. In a March 2, 2025 press release, (https://home.treasury.gov/news/press-releases/sb0038), the US Treasury Department announced that it will not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners for missing the March 21 deadline (or any others to be set in an upcoming "interim final rule" scheduled for release by March 21, 2025). The release also indicated that Treasury intends to eventually restrict the CTA's scope to "foreign reporting companies only."
HOWEVER - One potential caveat is that, because Treasury has implemented this particular suspension of enforcement without an actual change to the law itself, companies subject to ongoing “compliance with laws” provisions in private contracts that are material (such as loan agreements) may want to assess any risks they could face from a “technical” breach of such provisions triggered by non-compliance with CTA. Some companies may conclude that voluntary compliance with CTA is their safest approach.
Bottom line – US organized companies will not face any government enforcement action if they forgo CTA compliance. If you would like to assess whether voluntary compliance might be appropriate for your company, please reach out to your PLG attorney.
