Client Alert: Corporate Transparency Act Reinstated; BOI Reporting Deadline Set for March 21, 2025

On February 18, 2025, the U.S. District Court in Smith et al. v. United States Department of the Treasury et al., No. 6:24-cv-00336 (E.D. Tex. 2025) lifted the stay on the Corporate Transparency Act (CTA), reinstating FinCEN’s BOI reporting requirements. As a result, BOI reporting is now mandatory for most companies, with a filing deadline of March 21, 2025.

Implications for Businesses

Companies subject to the CTA must now comply with the March 21, 2025, deadline. While potential modifications to the rule may be forthcoming, businesses subject to the CTA should ensure compliance in order to avoid criminal and civil penalties. This includes identifying beneficial owners, compiling necessary documentation, filing BOI reports, and for entities that have already filed their BOI report, confirming that no changes to beneficial ownership information have occurred since the initial filing.

Updated Filing Deadlines

1. For Clients Who Have Already Filed:

No immediate action is required, unless beneficial ownership information has changed since the initial filing. Clients must also continue to monitor any changes in beneficial ownership, as future filings may be needed to update BOI reports.

2. For Clients Who Have Not Filed:

All companies must submit their initial BOI report by March 21, 2025, unless FinCEN has granted an extension as a result of disaster relief. Any company subject to the CTA and its BOI reporting rule will be subject to criminal and civil penalties if the report is not filed by March 21, 2025.

Potential Future Modifications

In light of the court’s decision, FinCEN is evaluating additional options to modify reporting deadlines further, with a focus on prioritizing entities that present significant national security risks. FinCEN released an alert on the BOI homepage stating “Notably, in keeping with Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.”

Additionally, further action from Congress may affect the reporting requirements. Notably, the US House of Representatives passed HR 736, which would extend the BOI reporting deadline to January 1, 2026, for companies formed or registered before January 1, 2024.

Next Steps

CCM will continue monitoring developments and provide updates as the case progresses. For additional resources, visit the CCM CTA Resource Library.