The Corporate Transparency Act (the “CTA”) took effect on January 1, 2024. The CTA requires that each entity (“reporting company”) formed by a filing, whether formed as a domestic entity in the United States or a non-domestic entity registered to do business in the United States, must report information regarding its “beneficial owners” to the Financial Crimes Enforcement Network (“FinCEN”), by submitting a Beneficial Ownership Interest Report (“BOI Report”).
Following the CTA’s effective date, several lawsuits were filed regarding the constitutionality of the CTA, and a number of courts were involved in the implementation and removal of stays on enforcement. During the course of the ongoing litigation, on December 26, 2024, the U.S. Court of Appeals for the Fifth Circuit issued a decision that reinstated an injunction against enforcement of these reporting requirements and their associated deadlines.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex) lifted this injunction and, upon the entering of this decision, FinCEN announced its extension of the filing deadlines by 30 days to March 21, 2025. The extended deadline applies to:
- existing reporting companies that were originally required to file before January 1, 2025;
- reporting companies that were formed in 2024 and originally required to file within 60 days of the formation date; and
- companies that were formed on or after January 1, 2025, and before February 20, 2025.
For reporting companies with a filing deadline of later than March 21, 2025, the later filing deadline will continue to apply. For example, if a company’s reporting deadline qualifies for certain disaster relief extensions, it should follow the later deadline, not the March 21, 2025 deadline.
Litigation challenging the constitutionality of the CTA is still pending, and further judicial, legislative, and agency actions and decisions may affect reporting company requirements under the CTA.
If you are the owner of a newly formed entity or have questions regarding the CTA filing and reporting requirements, contact the business attorneys at ThompsonMcMullan to discuss.
