The Corporate Transparency Act and BOI Reporting: Where It Stands

February 18, 2025 · All articles

What the law set out to do

The Corporate Transparency Act, passed in 2021, created a federal requirement for many companies to report their beneficial owners, the real people behind the entity, to FinCEN. The goal was to make shell companies less useful for hiding money. For small businesses it landed as a new filing with unfamiliar rules and stiff penalties.

Where it stands now

The rollout was turbulent. Court challenges and repeated changes to the deadlines left owners unsure what was required and when. In March 2025, FinCEN issued an interim final rule that exempted entities formed in the United States from the reporting requirement. Most domestic Wyoming companies are, as of now, outside the federal filing. The Act was not repealed, and certain foreign entities registered to do business in the United States remain in scope.

Why "as of now" is doing real work

This exemption came through rulemaking, not through Congress, so it can change again without a new statute. The litigation around the Act is not fully resolved. Separately, several states have started writing their own beneficial ownership laws. The disclosure question is migrating rather than closing.

What we tell clients

Do not assume, and do not panic. Confirm your own entity's status rather than trusting a headline. Keep an accurate ownership record so that if a requirement returns, federal or state, you can file in an afternoon instead of reconstructing years of history. We keep that picture current on this page and, for clients on our corporate compliance program, keep the ownership record and deadlines in one place. This is general information, not legal advice; for a specific determination we refer to Tresp, Day and Associates.