Tag Archives: Brad A. Resnikoff

End of the Road: Fincen Adopts Interim Final Rule Virtually Eliminating CTA Filing Requirements

by Matthew Bisanz, Brad A. Resnikoff, Kristin E. Rice-Gonzalez, Marcella Barganz, Courtney C. Seitz, Lorenz A. Taets, and Kelly F. Truesdale

photos of the authors

Top left to right: Matthew Bisanz, Brad A. Resnikoff, Kristin E. Rice-Gonzalez, Marcella Barganz, Bottom left to right: Courtney C. Seitz, Lorenz A. Taets and Kelly F. Truesdale (Photos courtesy of Mayer Brown)

March 21, 2025, the US Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule (the “IFR”) that exempts all domestic entities from beneficial ownership information reporting requirements under the Corporate Transparency Act (the “CTA”) and its implementing regulations (the “Reporting Rule”). These changes have the effect of eliminating any reporting requirement for more than 99.9% of the entities that were previously required to report[1] and, for domestic entities and US person beneficial owners, marking the end of the yearslong journey towards the CTAs reporting requirements, which were enacted into law in early 2021 and implemented by FinCEN’s original rulemaking  in September 2022.

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Federal Court Suspends Enforcement of Corporate Transparency Act Nationwide

by Matthew Bisanz, Brad A. Resnikoff, and Kelly F. Truesdale

Photos of the authors

Matthew Bisanz, Brad A. Resnikoff, and Kelly F. Truesdale (Photos courtesy of Mayer Brown)

On December 3, 2024, the US District Court for the Eastern District of Texas entered a preliminary injunction suspending enforcement of the Corporate Transparency Act (CTA) and its implementing regulations nationwide, concluding that the CTA is likely unconstitutional as it is outside Congress’s power.[1] Although not the first court to reach such a conclusion, the breadth of the relief provided by the court—applying nationwide, rather than to the specific plaintiffs—reflects a significant development, given the rapidly approaching compliance deadlines for many existing companies under the CTA.

The Texas court’s decision has immediate implications for the 32 million reporting companies facing a year-end deadline to report beneficial ownership information to the government, particularly as reporting in early December indicated that only about 30% of the estimated total filings had been received.[2] While the Texas court’s decision effectively suspends the compliance deadline—as the Financial Crimes Enforcement Network (FinCEN) has confirmed—during the pendency of the injunction, the Government has already appealed the decision to the Fifth Circuit and is currently seeking to stay the effect of the preliminary injunction.

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FinCEN Requires Reporting From Dissolved Companies

by Matthew Bisanz, Adam D. Kanter, Brad A. Resnikoff, and Marcella Barganz

Photos of the authors.

From left to right: Matthew Bisanz, Adam D. Kanter, Brad A. Resnikoff, and Marcella Barganz. (Photos courtesy of Mayer Brown LLP)

On July 8, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued interpretive guidance explaining that the beneficial ownership information (“BOI”) reporting requirement applies to certain legal entities that have been dissolved or otherwise ceased to exist after January 1, 2024. This new guidance dramatically expands the reporting requirement under the Corporate Transparency Act (“CTA”) and raises significant issues regarding compliance and liability for noncompliance.

The new guidance is effective immediately. Persons who own or manage entities that will dissolve in 2024, or have already dissolved this year—or which were not dissolved irrevocably—should review the guidance to determine their reporting obligations.

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