Reporting beneficial ownership information (BOI) with FinCEN as required by the Corporate Transparency Act (CTA) is reinstated again and this time the deadline to file reports is March 21, 2025. The reinstatement of the CTA filing obligation is the result of the most recent court decision on challenges to the reporting requirement, and the cancellation of the injunction prohibiting the enforcement of this requirement.
On February 19, FinCEN announced that it may extend the deadline further for companies that FinCEN believes impose minimal risk to the U.S. national security, and further over the next 12 months, FinCEN will review the reporting process to reduce the burden for lower-risk entities including for small businesses.
Based on the recent court decision, it is very unlikely that the new deadline will be further postponed by a court decision; but the deadline may be further postponed by the FinCEN or by Congress.
If you have any questions on these requirements or any other matter, please do not hesitate to contact us.
Congressional Action
In addition to court actions, Congress is considering changes to the BOI reporting and its deadlines. On February 10, by a vote of 408-0, the House of Representatives approved a bill (H.R. 736) that, if adopted by the Senate and signed by the President, would postpone the BOI reporting deadline to January 1, 2026.
We will be monitoring the court cases, updates from FinCEN, and the legislation under consideration in Congress and will provide an update as we learn of further developments. However, in the meantime, those companies that are currently required to file a BOI report with FinCEN should plan to do so before the March 21 deadline.
The Legal Proceedings
Two cases were filed in Texas against the enforcement of the CTA filing requirement, Texas Cop Shop, Inc. v. Garland and Smith, et al. v. U.S. Department of Treasury. As we reported on February 7, 2025, in Texas Copy Shop, the U.S. Supreme Court stayed the enforcement of the order for a nationwide injunction against enforcement of the CTA. This case is now pending before the Fifth Circuit Court of Appeal.
In Smith, on January 7, 2025, the same district court held that CTA cannot be enforced nationwide. On February 5, the Department of Treasury asked the district court to stay the enforcement of its order until the appeal it had filed with the Fifth Circuit is decided. The district court granted this motion on February 18 and stayed its order of nationwide injunction. Therefore, FinCEN is now authorized to enforce the CTA and has announced the new deadline for filing of BOI reports.
In its request to the district court to stay the injunction, the Department of the Treasury informed the court that it “will assess whether it is appropriate to modify the CTA’s reporting requirements to alleviate the burden on low-risk entities while prioritizing enforcement to address the most significant risks to U.S. national security.” In a very broad sense, this means that FinCEN will consider whether certain types of reporting companies could be exempt from reporting. Both of these decisions (Texas Cop Shop and Smith) are before the Fifth Circuit which may reinstate the injunction until it decides the appeals. But, in light of the Supreme Court’s recent decision in Texas Cop Shop that nationwide stay of enforcement of acts of the Congress will harm the government, it is very likely that the enforcement of the CTA will not be stayed again by the Fifth Circuit.