BSCR Firm News/Blogs Feed

UPDATE: FinCEN Removes Corporate Transparency Act's Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Individuals; Sets New Deadlines for Foreign Companies

08 Apr 2025

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) published an Interim Final Rule (“IFR”) removing the requirement for U.S. companies and U.S. individuals to report Beneficial Ownership Information (“BOI”) to FinCEN under the Corporate Transparency Act.

Chiefly, FinCEN updated the definition of “Reporting Company” to refer to only those entities that are formed under foreign law and have registered to do business in the U.S. All entities created in the U.S and their beneficial owners will be exempt from BOI reporting. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption must report their BOI to FinCEN under the following new deadlines. Reporting companies registered to do business in the U.S. before the date of publication of the IFR, March 21, 2025, must file BOI reports no later than 30 days from that date: Sunday, April 20, 2025. Reporting companies registered to do business in the U.S. on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.

We here at Wilk Auslander continually stay abreast of new developments and their applications in corporate law. If you would like to further discuss the CTA, please reach out to Stephen Albert at (212) 981-2320, salbert@wilkauslander.com, Jonathan Bender at (212) 981-2322, jbender@wilkauslander.com, Mark Clyman at (212) 981-2318, mclyman@wilkauslander.com, Jack Wilk at (212) 981-2333, jwilk@wilkauslander.com or Caitlyn Ford at (212) 981-2307, cford@wilkauslander.com.

At Wilk Auslander we advise businesses and entrepreneurs across a diverse spectrum of corporate and commercial dealings. Our clients range from startups to seasoned investors and small business to large multinational enterprises. We recognize the unique needs of each client, and craft innovative and cost-efficient strategies tailored to address their specific challenges and help them achieve their business objectives and corporate compliance while mitigating both immediate and long-term risks.

UPDATE: Suspension of Enforcement of Fines and Penalties in Connection with the Corporate Transparency Act's latest Reporting Deadline of March 21, 2025

10 Mar 2025

Following the establishing last month of its latest reporting deadline of March 21, 2025,the Financial Crimes Enforcement Network (“FinCEN”) has released a further statement, and the U.S. Treasury Department (of which FinCEN is a bureau) has issued a press release, stating it will not take any enforcement action to impose penalties or fines associated with the failure to file or update beneficial ownership information under the Corporate Transparency Act (the “CTA”) by the March 21, 2025 deadline. The Treasury Department will propose a new rule no later than the March deadline that will narrow the scope of the CTA’s reporting requirements to foreign reporting companies, and potentially non-U.S. citizen beneficial owners, only. The Treasury Department also stated in the press release it will not enforce any penalties or fines against U.S. citizens, domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect.

Subject to further updates from FinCEN and the Treasury Department, Reporting Companies that are U.S. entities with no foreign ownership may choose to suspend their preparation of beneficial owner reports at this time, given that no penalties or fines will be imposed for failure to file. Foreign entities, and domestic entities with foreign ownership, may wish to continue to prepare their reports and await the further guidance anticipated on or before March 21, 2025, before proceeding with filing.

UPDATE: Federal Court Lifts Injunction on Enforcement of Corporate Transparency Act – New Mandatory Reporting Deadline of March 21, 2025

20 Feb 2025

Following a series of reversals and reinstatements of injunctions over the last three months, the Corporate Transparency Act (the “CTA”) is back on again after a federal judge in Texas reversed the nationwide injunction he issued last month. As a result, the CTA’s reporting obligations are back in effect nationwide for all Reporting Companies. While further litigation is anticipated as parallel cases in Texas federal court and the Supreme Court (Smith v. United States Department of the Treasury, et. al. and Texas Top Cop Shop, Inc. v. McHenry) argue the constitutionality of the reporting requirements, and a bipartisan bill recently introduced in Congress proposes delaying reporting until the start of next year, the Financial Crimes Enforcement Network (“FinCEN”) have issued a statement establishing the new mandatory reporting deadline of March 21, 2025, which may be subject to further modification.

Given the continuing uncertainty of Reporting Companies’ obligations at this time, all entities subject to the CTA may wish to continue to prepare their FinCEN reporting materials in preparation for the March 21, 2025, deadline. All Reporting Companies should follow this matter closely as the future of the CTA remains uncertain and should be on the lookout for updates from the courts, FinCEN or subsequent reports from Wilk Auslander.

Reporting Companies can complete their BOI reports through the FinCEN portal here, or Wilk Auslander is happy to assist with filing.

Please see our previous reporting on the CTA here and here.

Wilk Auslander Files Amicus Brief in D.C. Court of Appeals

14 Feb 2025

On February 10, 2025, Scott Watnik and T. Jackson Brake filed an amicus brief in the United States Court of Appeals for the District of Columbia on behalf of fourteen former distinguished United States intelligence and military officials, relating to President Biden’s order blocking the merger between United States Steel Corporation and Nippon Steel Corporation, pursuant to Section 721 of the Defense Production Act of 1950 (50 U.S.C § 4565). Our amicus brief is in support of U.S. Steel’s and Nippon Steel’s petition, filed before the Court of Appeals on January 6, 2025, to vacate and enjoin President Biden’s blocking order. On behalf of the amici group, our brief argued that the President’s blocking order failed to follow the mandatory statutory requirements, including the requirements relating to the review process of The Committee on Foreign Investment in the United States (CFIUS). A copy of the amicus brief can be found here. The Court of Appeals has not yet issued its decision.

UPDATE: Federal Court Issues Preliminary Injunction on Enforcement of Federal Corporate Transparency Act – BOI Mandatory Reporting Compliance Voluntary Until Further Notice

09 Dec 2024

The Corporate Transparency Act (CTA) requires that “Reporting Companies” report identifying information about the individuals who directly or indirectly own or control those companies. These beneficial ownership information (BOI) reports are electronically filed with the Treasury Department’s Financial Crimes Enforcement Network (FinCEN). The CTA requires any entity formed or registered to do business in the United States prior to January 1, 2024 to file its BOI with FinCEN on or before January 1, 2025, and any entity filed after January 1, 2024 to file its BOI with FinCEN within 90 days of formation.

On December 3, 2024, the U.S. District Court for the Eastern District of Texas granted a nationwide preliminary injunction that enjoins the federal government from enforcing the CTA.¹ This ruling halts the impending January 1, 2025 filing deadline under the CTA, although subsequent litigation may reverse this ruling and reinstate that filing deadline. The district court’s order is not a final decision on the constitutionality of the CTA. The district court only determined that the CTA was “likely” unconstitutional, and granted the preliminary injunction because a final determination as to the constitutionality of the CTA will not arrive until well past the January 1 deadline.

On December 5th, the U.S. Government appealed the district court’s ruling to the Fifth Circuit Court of Appeals, and may now attempt to obtain a stay of the district court’s preliminary injunction in order to allow the CTA to go into effect on January 1, 2025, as originally planned.

Additionally, FinCEN issued a statement that it will comply with the district court’s order “for as long as it remains in effect” and that the filing of BOIs is now solely voluntary and Reporting Companies “will not be subject to liability if they fail to [file] while the preliminary injunction remains in effect.” While it is possible that FinCEN may defer the CTA reporting deadline in light of the uncertainty generated by this litigation, there is no guarantee as to if, or when, Reporting Companies may be required to submit BOIs to FinCEN.

Given the continuing uncertainty of Reporting Companies’ obligations at this time, all entities subject to the CTA may wish to continue to prepare their FinCEN reporting materials as if the January 1 deadline is still in place, although these companies are not currently under any obligation to file with FinCEN. All Reporting Companies should follow this matter closely, as the future of the CTA remains uncertain, and should be on the lookout for updates from the Fifth Circuit, the Department of the Treasury, or subsequent reports from Wilk Auslander.

¹ Texas Top Cop Shop, Inc., et al. v. Garland, et al. (Case No. 24-cv-00478, E.D. Tx.)

Wilk Auslander Earns Respected Recognition from Chambers and Partners Spotlight: Rare Dual Ranking for Litigation and Real Estate

12 Nov 2024

We are delighted to announce that Chambers and Partners Spotlight has ranked Wilk Auslander’s litigation and real estate departments, a testament to our firm’s commitment to excellence and our dedication to providing unparalleled legal services. This ranking by Chambers reflects the hard work and expertise of our team members, whose skill, dedication, and passion underlie their drive to succeed for our clients and our firm.

Chambers and Partners Spotlight is globally recognized for its independent and objective assessments of top legal talent and this award is a significant acknowledgment of our accomplishments within the legal community. We extend our deepest thanks to our clients and colleagues for their trust and support, which make achievements like this possible.

Congratulations to our team on this remarkable achievement and thank you to Chambers and Partners Spotlight for this distinguished honor!

Mandatory Reporting for You and Your Entities Under the Corporate Transparency Act in 2024

30 Oct 2024

What is the Corporate Transparency Act?

One of the widest reaching federal business entity laws ever enacted, the Corporate Transparency Act (the “CTA”) requires a majority of domestic and foreign entities registered to do business in the United States to report information about their companies, owners and executives directly to the U.S. Treasury’s Financial Crimes and Enforcement Network (“FinCEN”). This information is compiled into a database to facilitate information sharing among national security agencies, local law enforcement agencies and financial institutions. The CTA was passed to enhance the transparency of entities’ ownership to combat money laundering, tax fraud and other illicit activities. As it applies to the average businessperson, the CTA demands a new, higher level of reporting of personal information in connection with entities he or she controls.

What entities does the CTA apply to?

The CTA’s reporting requirements will impact an estimated 32.6 million existing businesses. It applies to all entities formed by the filing of a document with any secretary of state, such as limited liability companies, corporations, limited partnerships, limited liability partnerships, statutory trusts, and nonprofit entities. In short, the CTA will likely apply to your entity, as almost all entities are formed by a filing with a secretary of state. The CTA also applies to any entity formed under the laws of a foreign country and registered to do business in the U.S. The CTA will apply to newly formed businesses as well, with all companies created or registered on or after January 1, 2024, also being subject to mandatory disclosures. Entities that were created/registered and later dissolved before January 1, 2024, are not required to file a report.

Could my entity be exempt from the CTA?

Exemptions from the CTA are very limited, with only 23 total exemptions such as securities issuers,credit unions, domestic governmental authorities, banks, investment companies or advisors, insurance companies, inactive entities that meet specific requirements, large private companies which have filed their most recent federal income tax return showing over $5 million of gross receipts/sales and have at least 20 full time employees in the U.S., accounting firms and certain tax-exempt entities such as charitable trusts, to name a few. See § 5336(a)(11)(B). Wilk Auslander is happy to assist in assessing if your entity qualifies for an exemption. However, exemptions are not permanent; changes in the business that disqualify an entity for an exemption then require CTA compliance by the entity.

What needs to be reported?

The CTA requires each “Reporting Company” to file a Beneficial Ownership Information Report (“BOIR”). The following information must be reported:

Reporting Company Information: For the entity itself, it must report its legal name, any trade, “doing business as” or “trading as” names, the address of its principal place of business in the U.S., jurisdiction of formation or registration and taxpayer identification number (EIN). For a U.S. principal place of business, Reporting Companies that do not utilize office space typically report the U.S. residential address of a beneficial owner. If the Reporting Company does not already have an EIN, you can apply for and acquire one from the IRS’s website.
Beneficial Owner Information: Each beneficial owner must report his/her name, date of birth, residential address and unique identifier number from an official document from a recognized issuing jurisdiction and a photo of that document (i.e., a non-expired driver license or passport). Determining who is the beneficial owner(s) of the Reporting Company is discussed further below.
Company Applicant: Reporting Companies created or registered in or after 2024 must also report their “company applicant(s)”. A Reporting Company can have a maximum of two company applicants: (a) the individual who directly files the document that creates or registers the Reporting Company (in most cases, an individual at a service provider (i.e., Corporation Service Company (“CSC”)) who directly filed the document), and if more than one individual is involved in the filing of the formation/registration document, (b) the individual who was primarily responsible for directing or controlling the filing of the document (the attorney, if one was used; if not, the incorporator/authorized officer who executed the document filed with the secretary of state). If Wilk Auslander assisted in creating or registering your entity in 2024, please reach out to the partner who aided with the entity formation/registration to acquire the necessary FinCEN IDs (also discussed below).
Submitter Information: The individual submitting the BOIR will need to provide their full name and email address.

Reports must be updated within 30 days of a change to the reportable information above, such as a change in beneficial ownership, address, a sale of all or a large stake in the business, a merger, acquisition, appointment or resignation of a senior officer (i.e., president, CEO, COO, CFO, general counsel, etc.) or death of a beneficial owner.

Who is a Beneficial Owner?

A beneficial owner is any individual who, directly or indirectly, either: (1) exercises substantial control over a Reporting Company, or (2) owns or controls at least 25% of the ownership interests of a Reporting Company. If the Reporting Company is a subsidiary owned by another entity, the above analysis must be applied to the parent(s). The BOIR is not limited to one majority owner’s information— there is no maximum limit of how many beneficial owners an entity can have. For example, beneficial owners can include, but are not limited to, multiple shareholders, senior officers, trustees and beneficiaries of a trust. The definition of a beneficial owner in the CTA is intentionally broad, aimed at identifying all individuals with significant ownership stake in or influence over a Reporting Company.

Applying for a FinCEN ID (Optional)

To save time, if you are a beneficial owner and/or company applicant for multiple entities, you can apply for a FinCEN ID to avoid inputting your information and documents for each Reporting Company. The online application takes a few minutes and the FinCEN ID is generated at its completion. Then, the FinCEN ID is the only information required to be inputted in the BOIR for the sections applying to its holder.

When are the reports due?

The reporting deadlines for filing the BOIR is determined by the Reporting Company’s date of formation or registration in the U.S., and are as follows:

Entity Formation Date	Reporting Deadline
Before 2024	January 1, 2025
From January 1, 2024, to December 31, 2024	90 days after formation /registration
After January 1, 2025	30 days after formation /registration

Every Reporting Company in existence on or after January 1, 2024, must file a BOIR, regardless of whether the entity is dissolved before its reporting deadline. While there is no annual reporting required, entities must file an updated report within 30 days of becoming aware of or having reason to know of inaccurate information previously filed, or when the information requiring reporting has changed.

What are the penalties for failure to report?

Willful failure to comply with the CTA’s reporting requirements carries both civil and criminal penalties. While it is unclear how and to what extent FinCEN will be enforcing the reporting requirements of the CTA, the CTA provides that willful failure to comply with the CTA can result in civil penalties up to $500 for each day a violation persists, and willful failure to comply or providing false information may result in criminal penalties, including a fine up to $10,000 or two years imprisonment.

What are the next steps?

Once you have gathered your Reporting Company information and determined who is/are the beneficial owner(s) and if there are company applicant(s), you can collect the requisite documents or FinCEN ID’s and file the Reporting Company’s BOIR directly on FinCEN’s website, free of charge. Alternatively, you can utilize a service company like CSC, who offer a filing service to collect the relevant information and documents and then file the BOIR on behalf of the Reporting Company (you will need to set up an account with CSC if you do not already have one to utilize this service). Wilk Auslander is happy to help with any questions regarding the CTA or BOIR, and to assist you with your filing.

Wilk Auslander Attorneys Recognized by Super Lawyers

29 Oct 2024

Jack Wilk (Taxation), Jay Auslander (Business Litigation), Stuart Riback (Business Litigation), James Kennedy (Real Estate) and Scott Watnik (Business Litigation) have been included in the list of New York Super Lawyers for 2024.

Each year, no more than 5% of the lawyers in New York are selected by the research team at Super Lawyers to receive this honor.

Stuart Riback Moderates Showcase Program on the Supreme Court at ABA Business Law Section Meeting in San Diego

19 Sep 2024

On September 13, 2024, at the ABA Business Law Section’s Fall Meeting in San Diego, Stuart Riback chaired and moderated a CLE Showcase Program titled “Supreme Court Business Review: Significant Business Cases In The October 2022 And 2023 Terms.” The panelists were: Michael Mongan, Solicitor General of California; Kannon Shanmugam, a prominent Supreme Court advocate; and U.S. District Judge Alvin Thompson of the District of Connecticut. The program, which had over 200 onsite attendees and almost 300 virtual attendees, covered the Court’s latest rulings on state regulation of businesses, intellectual property, employment law, bankruptcy, securities, and arbitration.

Supreme Court Business Review: Significant Business Cases in the October 2022 and 2023 Terms

10 Sep 2024

Stuart Riback recently published an article in connection with the program he is chairing at the ABA Business Law Section Fall Meeting. The program covers significant business cases decided by the US Supreme Court during the last two court terms.

Click here to read the article.