(Updated 2-24-25) On December 3, 2024, the Eastern District of Texas issued a preliminary injunction in Texas Top Cop Shop, Inc. et al. v. Garland et al., suspending the requirement for businesses to comply with the Corporate Transparency Act (“CTA”) and file their Beneficial Ownership Information (“BOI”). The preliminary injunction meant that the January 1, 2025 filing deadline was not enforceable against reporting companies formed or registered to do business in the U.S. before January 2024. Additionally, reporting companies formed after January 2024 were not required to file BOI reports by their 90-day deadlines.
On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit stayed the preliminary injunction and restored the CTA filing requirement. Immediately following the Fifth Circuit’s decision, FinCEN issued extended deadlines for reporting companies to comply with CTA filings. The extended deadlines were as follows:
- Reporting companies that were formed or registered in the United States before January 1, 2024, have until January 13, 2025, to file BOI reports with FinCEN.
- Reporting companies formed or registered in the United States on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file BOI reports with FinCEN.
- Reporting companies that were formed or registered in the United States on or after January 1, 2025, have 30 days to file BOI reports with FinCEN.
On December 26, 2024, the Fifth Circuit vacated the stay and reinstated the preliminary injunction. FinCEN clarified that reporting companies may voluntarily file BOI reports during this time.
Separately, on January 7, 2025, the Eastern District of Texas also enjoined enforcement of the CTA and the filing deadline nationwide in Smith v. U.S. Department of the Treasury. The U.S. Court of Appeals for the Fifth Circuit stayed the January decision on February 18, 2025, in response to the Department of the Treasury’s notice of appeal.
As it stands, and as confirmed by FinCEN, reporting companies are once again required to file BOI reports. However, because FinCEN recognizes that reporting companies may need additional time to comply, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies.
The updated extended deadlines are as follows:
- For the vast majority of reporting companies, the new deadline to file an initial, updated, and/ or corrected BOI report is now March 21, 2025.
- Reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.
- Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.) are not currently required to file BOI reports to FinCEN at this time.
https://fincen.gov/sites/default/files/shared/FinCEN-BOI-Notice-Deadline-Extension-508FINAL.pdf
MNF Legal will continue to monitor the status of CTA developments and will provide updates as appropriate. If you have an entity that may be subject to the CTA and have not filed a BOI report, please contact us for additional guidance.