Following the stay of the last-remaining nationwide injunction, the reporting obligations of the Corporate Transparency Act ("CTA") have been re-instated, with a new deadline of March 21, 2025, for most non-exempt reporting companies.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith et al. v. U.S. Department of Treasury stayed its nationwide preliminary injunction that prohibited the enforcement of the CTA. The Texas district court's decision came after the Supreme Court stayed a similar injunction in the McHenry v. Texas Top Cop Shop, Inc. case. Smith was the last remaining nationwide injunction of general applicability prohibiting enforcement of the CTA's requirements. As a result, CTA reporting is again mandatory, subject to certain revised reporting deadlines.
FinCEN's Response and New Reporting Deadlines
On February 18, 2025, FinCEN responded to the ruling in the Smith case by publishing an alert notifying reporting companies that beneficial ownership information ("BOI") reporting requirements are once again back in effect, subject to the below extended deadlines:
|
Type of Non-Exempt Reporting Company |
Extended Deadline |
|
Reporting companies created/registered on or prior to February 19, 2025 |
March 21, 2025 |
|
Reporting companies previously given a reporting deadline later than March 21, 2025 |
The later deadline* |
|
Reporting companies created/registered after February 19, 2025 |
30 days after formation |
* For example, if a reporting company previously qualified for one of FinCEN's disaster relief extensions that would have extended such reporting company's filing deadline to a date after March 21, 2025, then such reporting company will still be subject to such later reporting deadline, rather than the March 21, 2025 deadline.
Potential for Additional Revisions
The CTA and the currently effective reporting deadlines continue to be the subject of pending litigation and legislative and regulatory focus. FinCEN explicitly noted in its latest alert that it continues to assess its options to further modify deadlines, and a number of legal challenges and legislative actions remain active at various stages of the judicial or legislative process, respectively. For the latest on CTA enforcement requirements, visit FinCEN's CTA landing page, or reach out to your Davis Graham attorney.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
