April, 2025 Legal Intelligencer article by Lamb McErlane Health Law attorneys Vasilios J. Kalogredis, Esq. and Sonal Parekh, Esq.

The Corporate Transparency Act (“CTA”) has seen significant developments in 2025, including a halt in enforcement for U.S. citizens and domestic reporting companies. This article provides a comprehensive overview of the CTA, its intended purpose, recent regulatory changes, and guidance for businesses navigating this evolving legal landscape.

Enacted as part of the Anti-Money Laundering Act of 2020, the CTA was designed to enhance financial transparency by requiring businesses to disclose beneficial ownership information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”). The goal was to curb illicit activities such as money laundering, tax evasion, and terrorism financing. The CTA’s original framework required “reporting companies,” including corporations, limited liability companies (LLCs), and similar entities, to submit detailed ownership information to FinCEN. Exemptions existed for certain regulated entities, such as public companies, banks, and large operating companies meeting specific criteria. 

After an onslaught of litigation relative thereto, on March 2, 2025, the U.S. Department of the Treasury announced that it would suspend CTA enforcement against U.S. citizens, domestic reporting companies, and their beneficial owners. This suspension, combined with FinCEN’s parallel announcement, effectively renders BOI reporting voluntary for domestic entities until new regulations are introduced.

Treasury Secretary Scott Bessent described this decision as a win for small businesses, noting that the agency would focus future CTA enforcement solely on foreign reporting companies. Accordingly, an interim final rule (the “Rule”), released March 21, 2025, narrows the existing BOI reporting requirements to require only entities previously defined as “foreign reporting companies” to report BOI. Entities previously defined as “domestic reporting companies” are exempted from the reporting requirements and do not need to report, or update or correct BOI previously reported to FinCEN. The Rule extends the deadline for foreign reporting companies to file initial BOI reports, and to update or correct previously filed BOI reports, to April 20, 2025 (30 days from the publication of the Rule). However, the Rule exempts foreign reporting companies from having to report the BOI of any U.S. persons who are beneficial owners of the foreign reporting company and exempts U.S. persons from having to provide such information to any foreign reporting company for which they are a beneficial owner. FinCEN is accepting comments on the Rule and will assess the exemptions, as appropriate, in light of those comments. FinCEN intends to issue a Final Rule later this year.  This removes the burden felt by our healthcare clients, particularly those with complex legal structures.

 Implications for Businesses

1. Exempt Businesses and Beneficial Owners. All entities created in the United States, including those previously known as “domestic reporting companies,” and their beneficial owners are exempt from BOI reporting requirements.
2. Foreign Entities. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under the new deadlines (April 20, 2025 if the entity was registered to do business on or before March 21, 2025, or 30 calendar days from the date of registration of the entity if registered after March 21, 2025).
3. Legal Uncertainty. The CTA faces ongoing constitutional challenges, notably before the Fifth Circuit Court of Appeals. The court is set to address the CTA’s legality on March 25, 2025, potentially influencing future enforcement timelines and compliance standards.

In light of these developments, companies involving foreign ownership or control structures should review their governance frameworks to ensure readiness for future CTA reporting obligations.

The Corporate Transparency Act’s evolving landscape underscores the need for businesses to stay informed and agile. While enforcement is currently removed for domestic entities, ongoing regulatory changes and legal challenges may shape future compliance obligations. Businesses should remain proactive in monitoring these developments to ensure full compliance with forthcoming requirements.

If you have any questions or if we may be of further assistance regarding compliance or other health law matters, please feel free to contact Bill Kalogredis, Esq. or Sonal Parekh, Esq.

Read the full article in the Legal Intelligencer here.

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Vasilios J. (Bill) Kalogredis, Esq. has been advising physicians, dentists, and other healthcare professionals and their businesses as to contractual, regulatory and transactional matters for 50 years. He is Chairman of Lamb McErlane PC’s Health Law Department. Bill can be reached by email at bkalogredis@lambmcerlane.com or by phone at 610-701-4402.

 Sonal Parekh, Esq., is an associate at Lamb McErlane PC who focuses on healthcare transactional matters and a broad range of healthcare regulatory-related issues on behalf of healthcare systems, physicians, dentists, and other healthcare providers, and is a pharmacist by education and training. Sonal can be reached by email at sparekh@lambmcerlane.com or by phone at 610-701-4416.

 *This article is for educational purposes only and is not intended to be legal advice. Should you require legal advice on this topic, any health care matter, or have any questions or concerns, please contact Vasilios J. (Bill) Kalogredis, Esq. or Sonal Parekh, Esq.