On February 17, 2025, a federal district court in Texas stayed the nationwide injunction that previously held the Corporate Transparency Act (CTA) filing deadline in abeyance since January. Shortly thereafter, the Financial Crimes Enforcement Network (FinCEN) announced that "[f]or the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected [Beneficial Ownership Information (BOI)] report is now March 21, 2025." 

Notably, FinCEN also said that during the 30-day reporting period, it would assess options for modifying reporting deadlines further and signaled that it might alter filing requirements or deadlines to focus on high-risk entities, saying, "reducing regulatory burden on businesses, FinCEN, during that 30-day period, will assess its options to modify further deadlines or reporting requirements for lower-risk entities, including many U.S. small businesses, while prioritizing reporting for those entities that pose the most significant national security risks." In addition, there is currently a bill in Congress to further delay CTA reporting requirements. The bill passed the House of Representatives unanimously with 408 votes and is now before the Senate. The bill would statutorily extend the CTA's filing deadline until January 1, 2026. 

With FinCEN's statement about potential changes, particularly for small businesses, Congress considering an extension, and other litigation challenges possible, this might not be the final word on the CTA. However, with less than 30 days to report, all reporting companies that have not yet reported to FinCEN should analyze their reporting requirements and prepare to file before the March 21, 2025 deadline. 

The CTA is an anti-money laundering (AML) law that requires reporting companies to report their BOI to FinCEN in order to facilitate the U.S. government's efforts to combat money laundering and terrorist financing. The original reporting deadline for existing companies was January 1, 2025, but that deadline has repeatedly been affected in recent months by litigation. 

In December 2024, a federal district court in Texas ruled in Texas Top Cop Shop, Inc. v. McHenry that the CTA was unconstitutional and instituted a nationwide injunction preventing FinCEN from enforcing the law. In the following month, Texas Top Cop Shop wound its way through the Fifth Circuit and the Supreme Court, which ultimately lifted the nationwide injunction. 

However, before the Supreme Court lifted the nationwide injunction in Texas Top Cop Shop, another district court in Texas enjoined the reporting requirements of the CTA in Smith, et al. v. U.S. Department of the Treasury, et al., once again pausing the reporting requirements for reporting companies. The government both appealed to the Fifth Circuit and asked the district court to stay its nationwide injunction. At that time, FinCEN announced that if the injunction were stayed, it intended to extend the filing deadline by 30 days from the date the injunction was lifted. Following the lifting of the Smith injunction, FinCEN formally posted the March 21 deadline on its website. 

For more information, please contact:

Ian A. Herbert, iherbert@milchev.com, 202-626-1496

Leah Moushey, lmoushey@milchev.com, 202-626-5896

Ann Sultan, asultan@milchev.com, 202-626-1474

Peter Kentz, pkentz@milchev.com, 202-626-5891

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