The Corporate Transparency Act (“CTA”) is back in effect with new compliance deadlines. On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction blocking enforcement of the CTA. Under the CTA, most companies formed after January 1, 2024 were required to report their beneficial ownership information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”) by January 1, 2025. The District Court’s injunction temporarily prohibited FinCEN from enforcing the CTA’s reporting requirements.
On December 23, 2024, the Fifth Circuit Court of Appeals temporarily lifted the District Court’s injunction by granting the DOJ’s emergency motion for a temporary stay, allowing the reporting rules to take effect once again. As a result, companies that are obligated to report but have not yet done so are once again required to submit their BOI to FinCEN.
Considering the recent and numerous legal challenges to the CTA’s reporting requirements, FinCEN set extended reporting deadlines in its latest alert: “Updates to Beneficial Ownership Information Reporting Deadlines – Beneficial Ownership Information Reporting Requirements Now in Effect, with Deadline Extensions.” Here are the new deadlines you need to know:
The new deadlines do not apply to the individuals named in the Texas lawsuit and members of the National Small Business Association.
The future of FinCEN’s BOI reporting requirements remains uncertain as legal challenges to the CTA continue to mount. However, as of December 23, 2024, full compliance with the reporting requirements is expected by the extended deadlines.
Fifth Circuit Court Rings in the New Year—Reinstates Block on Corporate Transparency Act
As 2024 ends, the Fifth Circuit Court of Appeals has once again halted the enforcement of the Corporate Transparency Act (“CTA”). Previously, we reported that the Fifth Circuit temporarily lifted a nationwide preliminary injunction blocking enforcement of the CTA’s requirement that most businesses formed after January 1, 2024 report their beneficial ownership information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”). At that time, FinCEN had announced extended deadlines for companies subject to reporting obligations.
On December 26, 2024, the Fifth Circuit issued an order vacating its prior decision that had lifted the injunction. This means the order issued by the U.S. District Court for the Eastern District of Texas, which temporarily halted the CTA’s BOI reporting requirements, is once again in effect. As a result, businesses are not required to file BOI reports with FinCEN while the injunction remains in place.
FinCEN issued an alert on December 27, 2024, confirming that the 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.”
This latest development is part of the ongoing legal challenges to the CTA, which continue to unfold in the case of Texas Top Cop Shop, Inc. v. Garland. Although the expectation to comply with BOI reporting requirements has been suspended, businesses should prepare for the possibility of a sudden reversal. If the injunction is lifted again, companies may only have a short window to file their BOI reports, even with the extended deadlines. Reporting companies who have not yet submitted their reports should be ready to comply on short notice, ensuring that all necessary filing data is collected and ready to disclose.
The attorneys at Goodman Allen Donnelly will continue to monitor the status of FinCEN’s BOI reporting requirements. Please contact Harrison Gibbs or Peter Mellette if you have any questions or would like assistance in navigating obligations to comply with the BOI reporting requirements. Please note that, absent company consent and additional information, we will not be filing reports on behalf of our clients.
Treasury Hits Pause: No Penalties for CTA BOI Reporting
The U.S. Department of Treasury has announced that it will not enforce any penalties or fines associated with the beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA).
On February 18, 2025, the U.S. District Court for the Eastern District Court for the Eastern District of Texas stayed an earlier injunction that had temporarily blocked enforcement of the CTA. This stay allowed the Financial Crimes Enforcement Network (“FinCEN”) to reinstate the CTA’s BOI reporting requirements once again with a new reporting deadline of March 21, 2025for most companies. However, less than a month after BOI reporting resumed, the Treasury Department announced that it will not enforce penalties or fines associated with BOI reporting requirement.
The Treasury Department further announced that it would issue a proposed rulemaking to narrow the scope of BOI reporting requirements to foreign reporting companies only. The move is reportedly aimed at supporting American taxpayers and small businesses and ensuring that the BOI reporting rule is appropriately tailored to advance public interest.
It is important to note that the March 21, 2025 deadline for filing is still in force, regardless of whether the agency charged with enforcing the deadline has announced that it will not go after companies subject to reporting requirements. For businesses that are still subject to the reporting requirements, the CTA mandates that initial, updated, or corrected BOI reports must be submitted by March 21, 2025 unless the reporting company was previously granted an extension.
In addition to the changes in enforcement, businesses should be aware that the CTA’s future remains uncertain. There are ongoing legal challenges, including the case Smith v. U.S. Department of the Treasury, which could affect future enforcement and implementation of the CTA. Additionally, the U.S. House of Representatives voted unanimously to extend the filing deadline to January 1, 2026. FinCEN has not commented on the House’s vote but stated its commitment to reviewing the deadlines leading up to March 21, 2025.
Despite the Treasury Department’s halt on enforcement, businesses should continue to prepare for possible future changes. As of now, the March 21 deadline remains in effect, but companies should stay alert for any further adjustments or delays.
The attorneys at Goodman Allen Donnelly will continue to monitor the status of FinCEN’s BOI reporting requirements. Please contact Harrison Gibbs, Alex Owens, or Peter Mellette if you have any questions or would like assistance in navigating obligations to comply with the BOI reporting requirements. Please note that, absent company consent and additional information, we will not be filing reports on behalf of our clients.
Treasury Announces U.S. Entities Off the Hook for BOI Reporting
In a major shift regarding the Corporate Transparency Act (“CTA”), the U.S. Department of Treasury and Financial Crimes Enforcement Network (FinCEN) have issued updates that significantly alter the beneficial ownership information (BOI) reporting obligations for businesses and persons in the United States. See Federal Register :: Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension March 26, 2025.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas stayed an earlier injunction that had temporarily blocked enforcement of the CTA. This ruling allowed reinstated the CTA’s BOI reporting requirements, setting a new deadline of March 21, 2025, for most companies. However, just weeks after this deadline was reestablished, the Treasury Department announced it would not enforce penalties or fines related to non-compliance with the BOI reporting rules.
As of March 26, 2025, the interim final rule issued by FinCEN eliminated the reporting requirements for U.S. entities and individuals who were previously required to file BOI reports. Even U.S. persons with beneficial ownership in foreign companies are now exempt from reporting. Now, only entities formed under the laws of a foreign country are still subject to BOI reporting requirements.
Existing foreign reporting companies that registered to do business in the U.S. before March 26, 2025 must file their BOI reports by April 25, 2025, within 30 days of the interim final rule’s publication in the Federal Register. Foreign reporting companies that register to do business in the U.S. on or after March 26, 2025 must submit their BOI reports within 30 days of registration becoming effective.
The interim final rule is effective March 26, 2025. However, FinCEN will be accepting public comments on the rule through May 27, 2025. Based on these comments, FinCEN may revise the requirements before issuing the final rule later this year. Businesses should pay close attention to these changes to determine whether they are subject to the new rules.
The attorneys at Goodman Allen Donnelly will continue to monitor the status of FinCEN’s BOI reporting requirements. Please contact Harrison Gibbs or Peter Mellette if you have any questions or would like assistance in navigating obligations to comply with the BOI reporting requirements. Please note that, absent company consent and additional information, we will not be filing reports on behalf of our clients.
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