Update: On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report Beneficial Ownership Information (BOI) under the Corporate Transparency Act (CTA).
Previously, FinCEN had extended the BOI reporting deadline to March 21, 2025, and announced that no enforcement action would be taken until a forthcoming interim final rule became effective. The March 21 interim final rule has now removed the BOI reporting requirements for U.S. companies and U.S. persons.
This development signifies a significant shift in the enforcement of the CTA, as domestic entities are no longer mandated to submit BOI reports to FinCEN. However, it is important to note that the interim final rule may still require BOI reporting from foreign entities operating within the U.S.
Update: On February 19, 2025, the U.S. District Court for the Eastern District of Texas lifted a nationwide injunction allowing the enforcement of the Corporate Transparency Act (CTA) to proceed. This decision follows a series of legal challenges and reversals concerning the implementation of the CTA.
With the injunction lifted, the CTA’s reporting requirements are now in effect. The Financial Crimes Enforcement Network (FinCEN) has extended the filing deadline to March 21, 2025, providing companies additional time to comply. Entities subject to the CTA must submit their beneficial ownership information (BOI) by this new deadline to avoid potential penalties. Entities formed or registered on or after February 18, 2025, must file within 30 days of formation or registration per the original reporting rules.
Update: On December 26, 2024, the Fifth Circuit Court of Appeals vacated their own stay on the lower court’s preliminary injunction against enforcement of the Corporate Transparency Act (CTA). The preliminary injunction against enforcement of the reporting requirements of the CTA and the January 2025 deadline is now back in force. Ice Miller will continue to update this alert as the matter develops.
Update: On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit reinstated the enforceability of the Corporate Transparency Act (CTA) effective immediately. The Fifth Circuit stayed the lower court’s nationwide preliminary injunction against enforcement of the CTA. This means that the beneficial ownership reporting requirements (BOI) for reporting companies is back in effect, unless a reporting company meets one of the exemptions. FinCEN subsequently issued an alert extending the reporting deadline from January 1 to January 13, 2025. You can read the FinCEN alert here.
Update: On December 7, 2024, FinCEN issued a statement confirming that reporting companies are not required to file beneficial ownership information reports so long as the nationwide injunction remains in effect. “In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.” Ice Miller will continue to monitor the status of the Texas case and for any further guidance from FinCEN.
The Corporate Transparency Act (CTA) went into effect on January 1, 2024, and required non-exempt reporting companies to report their beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN). Reporting companies had until January 1, 2025, to file the BOI report or be subject to potential civil and criminal penalties from FinCEN.
On December 3, 2024, a federal district court in Texas determined that the CTA and BOI reporting rule are likely unconstitutional because it exceeds Congress's constitutional authority (Texas Top Cop Shop, Inc. v. Garland, No. 4:24-cv-00478 (E.D. Tex. Dec. 3, 2024). The court granted a preliminary injunction blocking the enforcement of the CTA and staying the January 1, 2025, reporting deadline. The court considered limiting the scope of its ruling to only the plaintiffs in the case, but it ultimately decided to issue a nationwide injunction, which will afford relief for any prospective reporting company in the country that would otherwise be obligated to file under the CTA. The case is expected to be appealed to the Fifth Circuit Court of Appeals.
This nationwide injunction is currently in effect and stops the enforcement of the CTA and stays any deadline for filing a BOI report with FinCEN. Note that the court’s order is a preliminary injunction only and could later be reversed. While this injunction remains in effect, it enjoins the federal government from imposing penalties and temporarily halts the enforcement of the CTA nationwide. Stay tuned for further updates from Ice Miller and please contact us with any questions.
