Legal Alert by Lamb McErlane PC attorneys Vasilios J. Kalogredis, Esq. and Sonal Parekh, Esq.

The Corporate Transparency Act (“CTA”) has been through a rollercoaster journey, undergoing significant developments in both 2024 and 2025. The latest development, and potentially most important thus far, is the halt in enforcement of the CTA for U.S. citizens and domestic reporting companies.

In our previous articles, we provided the background information surrounding the CTA, which required businesses to disclose beneficial ownership information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”) in an effort to curb illicit activities. 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.

Recently, on March 2, 2025, the U.S. Department of the Treasury (“Treasury”) announced that enforcement of the CTA would be suspended for U.S. citizens, domestic reporting companies, and their beneficial owners. This announcement was then carried out in an interim final rule (the “Rule”), released March 21, 2025, which exempts entities previously defined as “domestic reporting companies” from reporting requirements. This means that entities, including healthcare entities, previously considered “domestic reporting companies” are now exempt from BOI reporting requirements.

The Rule extends the deadline or 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 development is especially significant for healthcare organizations that often have complex ownership structures and smaller healthcare practices.

While all entities created in the United States, including those previously known as “domestic reporting companies,” and their beneficial owners are now considered exempt from BOI reporting requirements, the CTA continues to face ongoing constitutional challenges, notably before the Fifth Circuit Court of Appeals. Accordingly, staying informed and prepared for future updates is crucial for healthcare and other businesses operating in dynamic regulatory environments. Companies involving foreign ownership or control structures should review their governance frameworks to ensure readiness for future CTA reporting obligations.

If you have 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.

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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 alert 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.