Mark L. Brasee
402.978.5306mbrasee@fraserstryker.com email Mark
On February 18, 2025, the U.S. District Court for the Eastern District of Texas granted the Financial Crimes Enforcement Network of the United States Department of Treasury (“FinCEN”) a stay order on its previously issued preliminary nationwide injunction on the enforcement of the Corporate Transparency Act (“CTA”) in Smith, et al. v. U.S. Department of the Treasury, et al. As a result, beneficial ownership information reporting requirements (“BOI reports”) are once again mandatory for all reporting companies.
To alleviate the burden this places, the reporting deadlines have been extended. FinCEN has issued the following guidance to help clarify reporting companies’ new filing deadlines:
- Reporting companies created prior to January 1, 2024, are required to file their initial BOI reports by Friday, March 21, 2025.
- Reporting companies that need to update and/or correct their already filed BOI report must do so by Friday, March 21, 2025.
- a. Please Note: After March 21, 2025, the CTA’s general rule regarding reporting companies to update their already-filed BOI reports is back in place. Reporting companies are required to amend and update their already-filed BOI report within thirty (30) days after becoming aware of an inaccuracy or having reason to know of it.
- Newly formed reporting companies (formed or registered on or after February 18, 2025) must file their initial BOI report within thirty (30) days of creation or registration.
With BOI reports once again mandatory, it is important to remain in compliance and reporting companies should prepare now to meet the March 21, 2025 deadline. Please review Fraser Stryker’s previous guidance on the CTA to determine how this affects your business and the potential penalties for non-compliance.
Although the decision in Smith brings the CTA back in effect, there remain numerous cases challenging the CTA throughout the United States which will continue to work their way through the legal process. Further, on February 10, the U.S. House of Representatives unanimously passed H.R.736, which would give FinCEN authority to extend the compliance deadline for pre-2024 reporting companies to January 1, 2026. A companion bill is currently with the U.S. Senate and bills to repeal the CTA remain pending as well.
Fraser Stryker will continue to provide updates regarding further material developments as they arise. Please contact the Firm with any questions regarding your obligations under the CTA.
This article has been prepared for general information purposes and (1) does not create or constitute an attorney-client relationship, (2) is not intended as a solicitation, (3) is not intended to convey or constitute legal advice, and (4) is not a substitute for obtaining legal advice from a qualified attorney. Always seek professional counsel prior to taking action.