(Updated June 5, 2025) 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.
On March 2, 2025, the Department of Treasury announced that the CTA filing requirement will be revised such that it will only apply to foreign reporting companies. As a result of this revision, FinCEN will not enforce the penalties and fines against U.S. citizens or domestic reporting companies (and their beneficial owners) under the existing filing deadlines.
https://home.treasury.gov/news/press-releases/sb0038
On March 26, 2025, the Department of Treasury further confirmed its position by issuing an interim final rule (“IFR”) that revised the definition of “reporting company” to only include entities formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by filing a document with the secretary of state or similar office (formerly known as “foreign reporting companies”). The IFR clarifies that foreign entities are exempt from filing BOI reports of U.S. citizens as beneficial owners. Further, U.S. citizens are exempt from filing BOI reports with respect to any reporting company for which they are a beneficial owner.
As it stands, entities that previously qualified as domestic reporting companies are no longer required to file BOI reports. U.S. citizens are also entirely exempt from filing BOI reports.
New reporting deadlines for foreign entities that qualify as reporting companies are as follows:
- Reporting companies registered to do business in the U.S. before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
- Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
MNF Legal will continue to monitor the status of CTA developments and will provide updates as appropriate. If you have already filed your BOI report under the previous filing deadline, there is no further action required at this time. If you have not filed yet and believe your entity may be required to do so, please contact us for additional guidance.