On Monday, March 3rd, the U.S. Department of the Treasury’s announced the suspension of penalties and fines under the Corporate Transparency Act (CTA) for failing to file or update business beneficial ownership information with the federal government. The Treasury Department confirmed that it will not enforce penalties or fines for non-filing beneficial ownership information reporting by the current deadline of March 21, 2025, and, in a significant new development, will not enforce non-filing penalties against U.S. Citizens or domestic businesses even after the rule changes take effect. According to the Treasury Department, after March 21st when updated rules take effect, only foreign owned businesses will be subject to penalties for not reporting beneficial ownership information. As a result, we are suspending the filing of BOI reports except for businesses that are owned by non US Citizens.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas granted the U.S. Department of Justice’s motion to stay a universal injunction of the Corporate Transparency Act (CTA”)’s effective date. The Financial Crimes Enforcement Network (FinCEN) subsequently issued a notice announcing that the beneficial ownership information reporting requirements are back in effect, with a new deadline of March 21, 2025. Existing companies that modify beneficial owners or addresses or any other information after February 20, 2025 have 30 days to file an amendment
FinCEN has also announced that it will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN intends to initiate a process later this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses. Separately, earlier in the month, a bill was passed in the U.S. House of Representatives that would extend the date to file initial beneficial ownership information reports with FinCEN to January 1, 2026, but only for reporting companies formed (or registered) before January 1, 2024. The bill is now in the Senate.
You do not need to take any action if you have completed the reporting of beneficial ownership information to FinCEN for your entity or entities. If you have not done so, you should take action to complete your beneficial ownership information reporting requirements by the applicable deadline.
The firm is seeking a highly qualified attorney to join our transactional practice. This position provides the opportunity to assume an immediate workload on a variety of transactions, including real estate, development and zoning, financing, purchase and sales, and associated business transactions. Direct and frequent client interaction will be required. The ideal candidate will have experience assisting clients acquiring and disposing of residential, commercial, retail and office properties, drafting and negotiating commercial leases, facilitating closings, familiarity with tax increment financing and property tax abatement procedures, ability and willingness to handle transactions from start to finish and a desire to grow a book of business.
Qualified applicants should submit a cover letter and resume to DeLisa Baker (dbaker@pughhagan.com). All inquiries are strictly confidential.
Pugh Hagan Prahm is seeking a motivated associate attorney with 2 to 6 years of experience to join the firm’s active transactional practice. The ideal candidate must have extraordinary communication skills, a strong work ethic and have meaningful transactional experience.
Qualified applicants should submit a cover letter and resume to DeLisa Baker (dbaker@pughhagan.com). All inquiries are strictly confidential.
On December 26, 2024, a federal court of appeals officially reinstated an injunction blocking the reporting deadline for Beneficial Ownership Information (BOI). This came just days after a panel lifted the injunction. This latest development means that the government cannot enforce the Corporate Transparency Act and BOI reporting requirements, and businesses are under no obligation to file these reports while the court decides the case. Please be mindful that the injunction is only preliminary, and the status of this requirement can change at any time. We recommend that clients should remain ready to file BOI reports even though, presently, the BOI reports do not have to be filed.
Due to the uncertainty of the BOI reporting requirement, for those clients who have asked Pugh Hagan Prahm to complete and file their BOI reports, please continue with completing your BOI worksheet and forwarding a copy of your driver’s license to the appropriate staff person as soon as possible. We will suspend the actual filing of the BOI reports until we have more clarification on the permanency of the Court’s order. Note that even if the injunction remains in place, reporting companies are not precluded from proceeding with their filings if they choose, to avoid future uncertainty.
Please pay attention to additional updates and proceedings in this and other cases which could modify or change the Court’s order.
Yesterday, December 23, 2024, the U.S. Fifth Circuit Court of Appeals issued a stay of the nationwide preliminary injunction on enforcement of the Corporate Transparency Act (CTA), which injunction had been ordered by the U.S. District Court for the Eastern District of Texas on December 3, 2024. The result of this ruling from the Fifth Circuit is that, subject to any guidance from FinCEN the original CTA reporting deadlines were put back in effect.
However, as suspected, FinCEN issued a statement later in the day extending the deadlines as follows:
Reporting companies that were created or registered prior to January 1, 2024, have until January 13, 2025, to file their initial beneficial ownership information reports with FinCEN. The original deadline was January 1, 2025.
Reporting companies created or registered in the U.S. on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, have until January 13, 2025, to file their initial beneficial ownership information reports with FinCEN.
Reporting companies created or registered in the U.S. on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
Reporting companies that are created or registered in the U.S. on or after January 1, 2025, have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective. There is no change to this rule.
A one-year delay in the Beneficial Ownership Information (BOI) reporting requirements had been included in a proposed spending bill in the House of Representatives last week, but the version of the bill passed by Congress late last Friday, December 20, avoiding a government shutdown, did not include any BOI deadline extension provisions.
We will continue to monitor developments and provide timely updates. In the meantime, if you have requested Pugh Hagan Prahm complete your BOI filing, please prepare and submit your BOI Worksheet Form to the appropriate staff person if you have not previously done so.
Yesterday, December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction that enjoins the federal government from enforcing the Corporate Transparency Act (CTA). The Court’s order states, importantly, that reporting companies need not comply with the CTA’s upcoming January 1, 2025, deadline for filing Beneficial Ownership Information (BOI) reports.
Please note that the Court’s order is a preliminary injunction only and is not a final decision. The Court did not make an affirmative finding that the CTA and associated Reporting Rule are contrary to law or that they amount to a violation of the Constitution, only that the CTA should not be enforced while the court challenge is pending because the challengers are likely to succeed. Enforcement of the CTA could resume if the Court’s order is overturned on appeal or the government wins on the merits of the federal case. While it is understandable if clients choose to pause filings in light of the ruling, we recommend that clients do not abandon preparations for eventual compliance. If an appeal is filed and the injunction is stayed or narrowed, clients should ensure they will be in a position to complete their remaining filings on what may be a tight timeline. A stay of the injunction could undo that postponement, and a stay order could come at any time, even close to the deadline.
Due to this uncertainty, for those clients who have asked Pugh Hagan Prahm to complete and file their BOI reports, please continue with completing your BOI worksheet and forwarding a copy of your driver’s license to the appropriate staff person as soon as possible. We will suspend the actual filing of the BOI reports until we have more clarification on the permanency of the Court’s order.
Note that even if a stay is denied and the injunction remains in place, reporting companies are not precluded from proceeding with their filings if they choose, to avoid future uncertainty.
Please pay attention to additional updates and proceedings in this and other cases which could modify or change the Court’s order.
Pugh Hagan Prahm PLC is pleased to announce that it received a state Tier 1 Ranking for the Cedar Rapids Metropolitan Market in the Land Use and Zoning Law practice area. The firm also received state rankings in the following practice areas:
– Closely Held Companies and Family Businesses Law
– Mortgage Banking Foreclosure Law
– Real Estate Law
Best Law Firms’ rankings are based on a rigorous evaluation process. A tier designation reflects a high level of respect a firm’s lawyers have earned among clients and other leading lawyers in their practice areas and communities.
Pugh Hagan Prahm PLC is proud to have 4 lawyers recently recognized in the 2025 edition of The Best Lawyers in America®
Michael J. Pugh was selected by his peers in the fields of Land Use and Zoning Law; Real Estate Law.
Jeremy B.P. Hagan was selected by his peers in the fields of Business Organizations (including LLCs and Partnerships); Closely Held Companies and Family Businesses Law; Mergers and Acquisitions Law.
Ryan J. Prahm was selected by his peers in the field of Mortgage Banking Foreclosure Law.
Siobhan Briley was selected by her peers in the field of Litigation – Real Estate.
The Corridor Business Journal has selected Attorney Michael Pugh for inclusion in the 2024 edition of the Corridor Leaders 250 – an annual listing of the 250 most influential business leaders in the Corridor. This is the third consecutive year Mike has been selected.
Leaders were selected by the Corridor Business Journal’s editorial staff based on extensive contact in regional business circles, hundreds of interviews, and months of research.
The Corridor Leaders 250 edition was published in January 2024, and delivered a personal, engaging look at the region’s most influential business leaders. It was distributed to more than 20,000 CBJ readers and Iowa investors, and was be featured at the Corridor Leaders 250 networking reception on January 17th.
The lawyers of the Iowa City area based law firm of Pugh Hagan Prahm provide the highest level of service in Iowa City, Coralville, North Liberty, Cedar Rapids and throughout Iowa.
