Mark your calendars. After months of legal back and forth, the Corporate Transparency Act (“CTA”) reporting requirements are back in effect, for now, with a new deadline of March 21, 2025.

This week, the U.S. District Court for the Eastern District of Texas lifted its preliminary injunction in Smith, et al. v. U.S. Department of the Treasury, et al., pending resolution of the appeal on the merits of that case. This was the sole remaining nationwide injunction barring enforcement of the CTA reporting requirements. The order, issued on February 17, 2025, aligns with the Supreme Court of the United States’ recent decision to stay a nationwide injunction in Texas Top Cop Shop, Inc., et al. v. Garland, et al, a similar but different case challenging the constitutionality of the CTA. For a review of the litigation history, see the links below for our previous client alerts.

What this Means:

Subject to court order or Congressional action, the CTA is back in effect. On February 18, 2025, FinCEN issued a notice extending the filing deadline for most reporting companies by thirty (30) days, establishing March 21, 2025 as the new deadline for submitting beneficial ownership information (“BOI”) reports.

Reporting companies that previously received extensions due to disaster relief or other reasons may still file their BOI reports by their previously granted deadlines.

Action Steps:

• Assess Your Status and Compile Ownership and Control Information: If you have not already done so, determine whether your entity qualifies as a “reporting company” under the CTA. If so, gather the most up to date ownership and control information for your entity and continue to track any changes to ownership and management.
• Collect FinCEN IDs or Identifying Information: Collect identifying information for each person that qualifies as a “beneficial owner” under the CTA. We recommend that beneficial owners obtain a FinCEN ID (a unique identifying number issued by FinCEN) to streamline reporting and reduce certain updating burdens. Apply for one here.
• If a beneficial owner is unable or chooses not to obtain a FinCEN ID, such owner must provide their full legal name, email address, physical address, date of birth, and an image of their identification card, which should include a unique identifying number from an issuing jurisdiction, such as a U.S. passport, state driver's license, or state identification document.
• Prepare Submissions: Despite ongoing litigation, reporting companies should prepare to file their initial, updated or corrected BOI reports by March 21, 2025 using FinCEN’s E-Filing system.
• Stay Informed: Federal litigation is ongoing and quickly evolving. The CTA continues to face challenges across federal courts[1] and within Congress[2], with the potential for Supreme Court review. Companies should monitor these developments closely.

Looking Ahead:

FinCEN acknowledges that reporting companies may need additional time to meet the March 21^st deadline and has stated that if it opts to modify the deadline, an update will be shared before that date. Additionally, in the coming months, FinCEN intends to revise reporting rules to reduce burdens for low-risk entities, including U.S. small businesses, while focusing on entities posing greater national security risks. This may include developing additional reporting exemptions.

Until such considerations are finalized, and subject to any further litigation or acts of Congress, all reporting companies, regardless of size, must comply with current CTA filing requirements and should prepare to file by the current deadline.

If you require assistance with CTA compliance or have questions regarding your company’s unique circumstances, please do not hesitate to contact the BG CTA team at CTA@baileyglasser.com. We will continue to keep you informed.

Lorren Patterson – lpatterson@baileyglasser.com

Paul-Kalvin Collins – pcollins@baileyglasser.com

Japera Parker – jparker@baileyglasser.com

Read our previous CTA Client Alerts here:

February 11, 2024: The Roller Coaster Ride Continues: CTA Reporting Obligations Still on Hold Despite Supreme Court Ruling

December 5, 2024: Client Alert: Holiday Surprise: Nationwide Injunction Halts Corporate Transparency Act Enforcement

December 10, 2024: UPDATE: FinCEN Responds to Nationwide Preliminary Injunction of CTA Enforcement

[1] By way of example, a federal district court in the Northern District of Alabama, in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.), entered a final declaratory judgment enjoining FinCEN from enforcing the CTA against the plaintiffs in that case. As a result, the government is not currently enforcing the CTA against: Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association (NSBA), and members of the NSBA. The government has appealed.

[2] By way of example, the U.S. House of Representatives unanimously approved the Protect Small Businesses from Excessive Paperwork Act of 2025, which would extend the reporting deadline for initial BOI reports for companies formed before January 1, 2024, until January 1, 2026. The ultimate passage of any such legislation remains uncertain.