Beneficial Ownership Information Reporting Once Again Required Under the Corporate Transparency Act and Potential for a Legislative Deadline Extension

On February 17, 2025, in the case of Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex), the U.S. District Court for the Eastern District of Texas, Tyler Division issued an order granting the U.S. Department of the Treasury’s motion to stay the January 7, 2025 nationwide injunction of reporting requirements under the Corporate Transparency Act (“CTA”) pending appeal. This order marks an end to the final standing injunction blocking enforcement of reporting requirements under the CTA by the Financial Crime Enforcement Network (“FinCEN”).

On February 19, 2025, FinCEN posted an update addressing the reinstatement of reporting requirements. In their announcement, FinCEN extended the deadline for reporting companies to file their beneficial ownership information reports (“BOI”) to March 21, 2025. FinCEN also noted that it will “assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.” (www.fincen.gov/boi, accessed February 19, 2024).

What does the update mean for reporting companies who have yet to file their BOI? Reporting companies should make plans to have their BOI filed with FinCEN by March 21, 2025 because there is no guarantee that another delay will occur. FinCEN has allowed itself latitude for additional modifications to the March 21 deadline in their February 19, 2025 alert, but again, it is not guaranteed.

What is next for the Corporate Transparency Act?

The expedited timeline for appeal with the Fifth Circuit Court of Appeals is unchanged:

• briefing due February 28, 2025
• oral arguments set for March 3, 2025

It is not clear what the outcome of the appeal will be, but regardless of the outcome, we can expect that there will be an appeal to the Supreme Court of the United States.

There is potential for a legislative delay to the reporting deadline currently working its way through the U.S. Senate. The Protect Small Business from Excessive Paperwork Act of 2025, H.R. 736, seeks to extend the deadline under the CTA for reporting companies formed prior to January 1, 2024 until January 1, 2026. Below is a timeline of the bill as of the posting of this article:

• January 24, 2025: bill was introduced into the U.S. House of Representative
• February 10, 2025: bill was passed by the House
• February 11, 2025: bill received by the U.S. Senate and referred to the committee on Banking, Housing, and Urban Affairs

There is undoubtedly more to come for the CTA and reporting companies should continue to monitor their reporting obligations by visiting FinCEN’s official website at www.fincen.gov/boi.

If you have any questions, please email us at CTA@gentrylocke.com.