Corporate Transparency Act Beneficial Reporting Back in Effect – Stay Tuned

The Corporate Transparency Act (CTA) is back in effect − at least for now − and companies covered by the CTA are once again required to file beneficial ownership information (BOI) reports with FinCEN.

On February 17, 2025, in Smith v. U.S. Department of the Treasury, a U.S. district court in Texas stayed its previous nationwide preliminary injunction that blocked enforcement of the CTA, pending appeal. The district court’s ruling relied on the U.S. Supreme Court’s action on January 23, 2025, when it stayed a similar nationwide injunction issued in a separate case, Texas Top Cop Shop, Inc. v. McHenry (formerly, Texas Top Cop Shop v. Garland).

The appeal in the Smith case will now proceed before the Fifth Circuit unless the court pauses the Smith appeal to first rule on the appeal in Texas Top Cop Shop, which also presents the question of the CTA’s constitutionality. Oral arguments in Texas Cop Shop are scheduled for April 1, 2025.

On February 19, 2025, FinCEN announced the following adjustments to CTA filing deadlines:

• For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is nowMarch 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.
• Reporting companies that were previously given a reporting deadline later than the March 21, 2025, deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.

Under the BOI reporting rule, a reporting company formed in 2024 has 90 days from formation to make its initial filing (so companies formed in late December may have a few additional days to file beyond March 21, 2025). The 90-day deadline does not apply to companies formed January 1, 2025 or later.

Going forward, newly formed reporting companies must file their BOI reports by the later of 30 days after formation or March 21, 2025. Reporting companies must also update their BOI reports by the later of 30 days after any changes to previously reported information or March 21, 2025. Companies are not required to report changes related to company applicants.

FinCEN 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. Additionally, later this year, FinCEN plans to begin revising the BOI reporting rule to ease compliance burdens for lower-risk entities, including many U.S. small businesses.

Separately, on February 10, 2025, the House unanimously passed the “Protect Small Businesses from Excessive Paperwork Act of 2025.” The bill, now under review by a Senate committee, proposes a one-year delay for companies formed before January 1, 2024 to comply with the CTA’s filing requirements. However, it does not alter filing deadlines for newly formed companies or for submitting updates to previously filed BOI reports.

Learn more at our Corporate Transparency Act (CTA) Resource Center. See if your company may need to report beneficial ownership with our FinCEN Beneficial Ownership Reporting tool.