For the past few months, the beneficial ownership reporting obligations under the Corporate Transparency Act (the “CTA”) have fluctuated between being required pursuant to the CTA and being halted by nationwide preliminary injunctions. However, as of February 18, 2025, all nationwide preliminary injunctions have been lifted and compliance with the CTA is again required. Thus, most reporting companies must file their beneficial ownership information by March 21, 2025.
The Financial Crimes Enforcement Network’s (FinCEN’s) website notes that it intends to initiate a process “this year” to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses, but no details are available yet.
There is also proposed legislation (HR 736) to extend the deadline to January 1, 2026.
Texas Top Cop Shop
On January 23, 2025, the Supreme Court granted a stay of one nationwide preliminary injunction instated by the Eastern District Court of Texas in the Texas Top Cop Shop case, which is currently pending review before the Supreme Court. See McHenry v. Texas Top Cop Shop, No. 24A653, 1 (2025). However, because of a second nationwide preliminary injunction, the Supreme Court’s stay of the injunction in Texas Top Cop Shop did not immediately reinstate the CTA’s reporting requirements.
Smith
On January 7, 2025, a second nationwide preliminary injunction was issued by the Eastern District Court of Texas. See Smith v. U.S. Department of Treasury, No. 6:24-cv-336-JDK, 2025 WL 41924, at *14 (E.D. Tex. Jan. 7, 2025). The District Court lifted this stay in its most recent order on February 18, 2025. See Smith v. U.S. Dep’t Treasury, No. 6:24-cv-336-JDK (E.D. Tex. Feb. 17, 2025). In its order, the District Court stated, “[i]n light of the Supreme Court’s order in McHenry v. Texas Top Cop Shop, Inc., No. 24A653, 604 U.S. ____, 2025 WL 272062, at *1 (U.S. Jan. 23, 2025), the Court has determined that the motion [to stay pending appeal] should be, and hereby is, GRANTED.” See id.
In light of this recent decision, FinCEN’s ongoing litigation alert currently states:
With the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies.
See Beneficial Ownership Information, FinCEN, https://fincen.gov/boi (last visited Feb. 20, 2025) (emphasis in original).
Deadlines
Pursuant to the stays of the nationwide preliminary injunctions, reporting companies must file their beneficial ownership information prior to the updated deadlines. FinCEN has posted the following updated deadlines:
- For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 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.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
See id.
