Any chance of a domestic mandate for Beneficial Ownership Interest Reporting (BOIR) may have ended this week, as the US Treasury Department recently issued a statement that it will no longer be enforced for domestic companies, regardless of the deadlines agreed upon by the Financial Crimes Enforcement Network (FinCEN). This latest development possibly closes the chapter on a string of courtroom challenges that have kept business owners’ heads spinning since 2024. While foreign businesses will still have to comply, the position taken by the US Treasury Department has massive implications for the future of the Corporate Transparency Act (CTA).

Recap: The Corporate Transparency Act and BOIR

The Corporate Transparency Act was enacted on January 1, 2021 as part of the National Defense Authorization Act. Bowman & Company LLP published a blog summarizing its purpose and initial policies here in May of 2024. Perhaps the most significant aspect of the CTA was a requirement for most companies to report documentation and information regarding all “beneficial ownership” of the entity. Hence, compliance with the CTA involved Beneficial Ownership Interest Reporting, known as “BOIR”.

Timeline of Events

As the original deadline approached for BOIR compliance, court cases emerged that challenged the legality of the CTA, starting with Texas Top Cop Shop, Inc. v. Garland (No. 4-24-CV-478). On December 3, 2024, a district court in Texas issued a preliminary nationwide injunction suspending BOIR requirement. The 5^th Circuit Court of Appeals lifted this injunction on December 23, 2024, only to have the injunction reinstated merely days later by a separate panel within the same district. This decision lasted nearly two months until late February, where the nationwide injunction was lifted for a second time. This leads us to now, where the US Treasury Department issued its latest statement on March 2, 2025 that enforcement of the BOIR mandate will not occur for domestic entities. For those of you keeping score at home, the BOIR mandate for American-based companies has flipped a total of six times.

Why has the Status of BOIR Changed So Many Times?

As is the case with most legislation, political opposition has led to this current standoff. The US House of Representatives unanimously passed the bill H.R. 736, Protect Small Businesses From Excessive Paperwork Act of 2025 on February 10, 2025. Being that the current administration of the US Treasury Department is politically aligned with congressional majority, they have taken the position that non-enforcement of BOIR requirements “[reigns] in burdensome regulations, in particular for small businesses that are the backbone of the American economy”. Visit their website here for the full press release dated March 2, 2025.

More Information

This article is not legal advice, and clients are encouraged to consult legal counsel regarding their BOIR requirements and the impact of the latest statement by the US Treasury Department. This article if for informational purposes only. If you have questions regarding the CTA and BOIR, you can email Bowman & Company using the button below.