Insights

On February 28, 2025, we reported that the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) paused enforcement actions for entities required to report under the CTA’s BOI Rule (Reporting Companies) for failure to file or update beneficial ownership information (BOI) reports by a previously-announced March 21, 2025, deadline. FinCEN had explained that the pause would last until it issued an interim final rule further updating reporting deadlines and providing new guidance around the BOI Rule’s requirements.

We previously reported that the Corporate Transparency Act’s Beneficial Ownership Information Reporting Rule (BOI Rule) was back in effect as of February 18, 2025, with a stay of the final nationwide block to enforcement. At that time, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) extended the BOI Rule’s reporting deadline until March 21, 2025 (in cases where the originally-applicable deadline had expired) for entities required to report, which includes certain entities formed or registered to do business in the United States (Reporting Companies). 

On February 18, 2025, a District Court judge in the Eastern District of Texas entered an order staying the last remaining nationwide injunction of the CTA’s Beneficial Ownership Information Reporting Rule (BOI Rule) in Smith v. U.S. Dep’t of the Treasury.  The BOI Rule requires certain entities formed or registered to do business in the U.S. (Reporting Companies) to report information about themselves and their natural-person beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the Treasury Department.  Following the court’s order, FinCEN issued an alert notifying Reporting Companies that the BOI Rule is back in effect with an amended deadline of March 21, 2025.

As we have previously reported, enforcement of the Corporate Transparency Act’s (the CTA) Beneficial Ownership Information Reporting rule (the BOI Rule) remains blocked nationwide as the result of an order from the U.S. District Court for the Eastern District of Texas in Smith v. U.S. Dep’t of the Treasury. On January 7, 2025, the Smith court granted a motion for preliminary injunction enjoining enforcement of the CTA against the named plaintiffs and their related entities, while also issuing a nationwide stay of the effective date of the BOI Rule. This occurred before the Supreme Court stayed a separate nationwide injunction of the CTA and stay of the BOI Rule in Texas Top Cop Shop v. McHenry.

On January 23, 2025, the U.S. Supreme Court granted the Government’s application for a stay of an injunction issued by the U.S. District Court for the Eastern District of Texas in Texas Top Cop Shop. The injunction had blocked enforcement of the CTA and implementation of the related BOI Rule, which required certain entities formed or registered to do business in the U.S. (Reporting Companies) to report information about themselves and their natural-person beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the Treasury Department. The Supreme Court stayed the Texas Top Cop Shop injunction “pending the disposition of the [Government’s] appeal in the United States Court of Appeals for the Fifth Circuit and disposition of a petition for a writ of certiorari.” For more information on the events leading up to the Supreme Court’s review and decision to stay the injunction, please see our prior alerts here, here, and here.

As described in our prior client alert, on December 3, 2024, the U.S. District Court for the Eastern District of Texas issued an opinion and order  enjoining the federal government from enforcing the CTA and a rule implementing it.  The rule (BOI Rule) requires certain entities formed or registered to do business in the U.S. (Reporting Companies) to report information about themselves and their natural-person beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury that administers anti-money laundering laws.  Then, on December 13, 2024, DOJ filed an “Emergency Motion for Stay Pending Appeal” in the Fifth Circuit asking that court to stay the District Court’s injunction pending appeal, or, in the alternative, to narrow the District Court’s injunction to members of the National Federation of Independent Business.

As we discussed in our recent client alert, the U.S. District Court for the Eastern District of Texas issued an opinion and order on December 3, 2024, ("the Order") enjoining the federal government from enforcing the CTA and a rule implementing it. The rule requires certain entities formed or registered to do business in the U.S. ("reporting companies") to report information about themselves and their beneficial owners to the Financial Crimes Enforcement Network ("FinCEN"), a bureau of the U.S. Department of the Treasury.

On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued an opinion and order (the Order) enjoining the federal government, including the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN), from enforcing the Corporate Transparency Act (CTA) and a FinCEN rule implementing the CTA, codified at 31 C.F.R. § 1010.380) (i.e., the Reporting Rule).  The Reporting Rule requires certain entities formed or registered to do business in the U.S. (reporting companies) to report information about themselves, including personal identifiers for their natural-person “beneficial owners.”  For background on the CTA and the Reporting Rule, please see our previous client alert discussing a separate district court’s decision (National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala. Mar. 1, 2024) (NSBU) ruling the CTA unconstitutional.) 

The U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) issued new guidance (“BIS Guidance”) for financial institutions (“FIs”) on October 9, 2024, recommending that FIs undertake specific compliance practices to minimize their risk of violating General Prohibition (“GP”) 10 of BIS’s Export Administration Regulations (“EAR”).  GP 10 prohibits any person (U.S. or otherwise) from selling, transferring, exporting, reexporting, financing, ordering, buying, removing, concealing, storing, using, loaning, disposing of, transporting, forwarding, or otherwise servicing an item “subject to the EAR” with knowledge that that item was, or will be, exported, reexported, or transferred in violation of the EAR.  Knowledge in this context goes beyond actual knowledge, and can be inferred from circumstances surrounding a transaction; in other words, a “known or should have known” standard.  Although BIS has published several joint alerts with FinCEN encouraging financial institutions to look for potential red flags of evasion of export controls, this guidance goes further in establishing specific export compliance best practices for financial institutions and suggests that financial institutions that finance or otherwise service prohibited exports risk liability under the EAR.

On June 12, 2024, the U.S. Department of the Treasury’s Office of Foreign Asset Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) announced additional sanctions and export restrictions in response to Russia’s continued aggression in Ukraine. The next day, the UK announced additional sanctions designations.

On May 22, 2024, the U.S. Department of Justice’s National Security Division (NSD) announced its first declination to prosecute a company under its Enforcement Policy for Business Organizations (Enforcement Policy).

On March 1, 2024, the U.S. District Court for the Northern District of Alabama (the “Court”) issued an opinion declaring the Corporate Transparency Act (“CTA”) unconstitutional.  On the same date, the Court issued a Final Judgment enjoining the U.S. Department of the Treasury (“Treasury”) from enforcing the CTA as to the named plaintiffs.  On March 11, Treasury filed a notice of appeal of the Court’s ruling.  According to Treasury’s Financial Crimes Enforcement Network (“FinCEN”), the only immediate impact of the Court’s injunction is to the named plaintiffs and the members of the National Small Business Foundation, effective March 1, 2024. 

In advance of the impending January 1, 2024 effective date for the U.S. Treasury Department, Financial Crimes Enforcement Network’s (“FinCEN’s”) beneficial ownership information (“BOI”) reporting requirements, FinCEN has proposed an extension of the reporting deadline for some reporting companies, and issued additional guidance regarding BOI reporting requirements, including a Small Entity Compliance Guide, a BOI Brochure, and supplementary Frequently Asked Questions (“FAQs”).

The Outbound Investment Program will be implemented through regulations issued by Treasury that will require notification for, or will otherwise prohibit U.S. persons from undertaking, certain transactions involving “covered national security products or technologies” and entities connected to a “country of concern.” Accordingly – concurrent with the Executive Order – Treasury released an Advance Notice of Proposed Rulemaking that provides some potential definitions of these terms, but the exact definitions and the details of the regulations will be developed through public notice and comment that concludes on September 28, 2023. Treasury also published a Fact Sheet that provides additional information on the proposed details and scope of the outbound investment prohibitions and notification requirements, which will likely not be finalized until 2024 sometime after Treasury has published draft regulations and gathered another round of public comments.

While the Biden’s administration’s recent corporate enforcement actions and initiatives have garnered significant press attention, China has engaged in recent months in a series of less-publicized corporate enforcement actions and initiatives against non-Chinese companies (mostly, but not exclusively, U.S.-based) operating in the country, including through new investigations, raids of China-based offices, and even detention of employees. China has taken many of these actions based on alleged violations of laws established or updated in the last five years, some of which were issued in response to actions taken by the United States in the ongoing U.S.-China Strategic Competition.

On March 24, 2023, the Financial Crimes Enforcement Network (“FinCEN”) released much-anticipated public guidance materials regarding its new beneficial ownership information reporting requirements, which will take effect January 1, 2024, pursuant to a final rule promulgated by FinCEN on September 30, 2022 (the “BOI Final Rule”).  87 Fed. Reg. 59,498. The BOI Final Rule requires certain U.S. companies and foreign companies registered to do business in the U.S. to file reports with FinCEN that identify the entity’s beneficial owners and the persons who applied to create or register the entity. The BOI Final Rule implements the beneficial ownership information (“BOI”) reporting provisions of the Corporate Transparency Act (“CTA”), enacted by Congress as part of the Anti-Money Laundering Act of 2020 in the National Defense Authorization Act for Fiscal Year 2021. 

The U.S. Department of Commerce (“Commerce”) is seeking public comment on how to protect national security while boosting investment in the domestic semiconductor manufacturing industry as part of a new financial incentive program established under the CHIPS and Science Act. Commerce has issued a proposed rule (the “Proposed Rule”) that would define key terms used by the incentives program, such as “legacy semiconductors” and “semiconductor manufacturing,” while also outlining the criteria Commerce would use to claw back funding from companies that make certain investments in semiconductor manufacturing in China and other foreign countries of concern.

Last week the U.S. Department of Justice (“DOJ”) and U.S. Department of Commerce announced a new Disruptive Technology Strike Force (the “DIS-TECH Strike Force”). The Strike Force will bring together experts throughout government – including the Federal Bureau of Investigation (“FBI”), Homeland Security Investigations (“HSI”), and 14 U.S. Attorneys’ Offices in 12 metropolitan regions across the country – to target illicit actors, strengthen supply chains, and protect critical technological assets from being acquired or used by nation-state adversaries. The DIS-TECH Strike Force will be co-led by DOJ’s National Security Division (“NSD”) and the Commerce Department’s Bureau of Industry and Security (“BIS”).

Two new rules announced by the U.S. Department of Commerce, Bureau of Industry and Security (BIS) strive to severely inhibit China’s progress in indigenously producing advanced semiconductors. Although advanced semiconductors are widely used for commercial applications, BIS cited serious concerns regarding China’s use of the technology for WMD and military applications, and enabling human rights violations or abuses. BIS' announcement follows remarks in September by the U.S. National Security Advisor signaling a shift in the U.S. export control strategy from one of maintaining a “relative” advantage over competitors in certain key technologies, to maintaining “as large a lead as possible.” It remains to be seen if U.S. allies key to the semiconductor supply chain will impose similar export restrictions on transfers to China. Following the announcement of the rules, BIS officials have underscored the importance of multilateral adoption of the new currently unilateral controls, describing engagement with allies as a “priority” for BIS.