On February 18, 2025, the U.S. District Court for the Eastern District of Texas lifted the last remaining nationwide injunction blocking the enforcement of the Corporate Transparency Act (CTA). Following the ruling, the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) posted a notice extending the deadline to file beneficial ownership Information (BOI) reports to March 21, 2025.

Key Takeaways

Barring any new developments (standard operating procedure when it comes to the CTA) reporting companies have to file.

– Reporting companies formed on or before February 19, 2025 (including those formed before January 1, 2024) must file their BOI reports by March 21, 2025. This is a 30-day extension from the last extended deadline of February 19, 2025.

– Reporting companies formed after February 19, 2025, must file their BOI reports within 30 days of formation or registration.

– Reporting entities formed in 2024 must file their BOI reports within 90 days of formation or registration.

– Reporting companies created or registered in 2024 that were dissolved before 2025 must file, even if they had ceased to exist before their initial BOI report was due to FinCEN.

– Once an initial filing is made, reporting companies must file updates and corrections within 30 days of any relevant change (e.g., changes in company structure, addition or departure of beneficial owners, changes in the owner’s or filer’s contact information).

– The deadline for updates and/or corrections to the original BOI reports filed before February 19, 2025, is March 21, 2025.

Businesses can submit BOI reports using FinCEN E-Filing system at https://boiefiling.fincen.gov/. Since FinCEN is promising updates and a potential further extension, and Congress is trying to delay the CTA for a year (see below), those who decide not to file just yet should have all relevant filing information handy and be ready to file if the deadline is not extended.

Summary of Recent Developments

The Corporate Transparency Act requires most businesses formed or operating in the U.S. to file reports with FinCEN identifying their beneficial owners. The law aims to combat financial anonymity used by bad actors to hide, launder, or transfer illicit funds.

Several courts challenged the new filing requirement. In a series of judicial twists and turns, some courts prohibited the enforcement of the law while others allowed it. The U.S. District Court for the Eastern District of Texas issued a preliminary nationwide injunction in Smith v. U.S. Department of the Treasury thus preventing FinCEN from enforcing the CTA. In response, FinCEN advised that reporting companies were not required to file while the court’s order remained in force. On February 17, 2025, the court lifted the injunction in Smith. As a result, the CTA reporting obligations are mandatory once again.

FinCEN has signaled its intent to reevaluate the CTA’s reporting requirements – prioritize reporting for entities that pose the most significant national security risks and lessen filing requirements for lower-risk entities, which include many U.S. small businesses. Updates on these potential revisions are expected later this year.

Congress has now taken action to delay the enforcement of the CTA. On February 10, the House of Representatives voted unanimously in favor of delaying the CTA’s reporting deadline to January 1, 2026. The measure is pending in the Senate.

We will monitor further developments.