Over the past few months, the Corporate Transparency Act (CTA) has been in flux. On February 18, 2025, the latest development in this saga occurred when the U.S. District Court for the Eastern District of Texas, in Smith v. U.S. Department of the Treasury, lifted the last injunction on the CTA’s reporting requirements. Simply put, these requirements have been reinstated, and the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department may now begin enforcing the CTA filing deadline.
Following the Eastern District of Texas’s ruling, FinCEN stated it would extend the filing deadline for the Beneficial Ownership Information (BOI) Report under the CTA to March 21, 2025 for companies whose original filing deadline was before this date. Companies formed on February 20, 2025 or after will have 30 days from the date of formation in which to file their BOI Report.
Although FinCEN has announced it will assess its options to further modify deadlines and legislation currently exists in Congress which may affect the obligations of reporting companies under the CTA, I would not rely on either of these details and recommend immediately filing the BOI Report if you have not already done so. By filing the BOI Report now, you will no longer have to be concerned with the continuing developments of the CTA nor will you need to be troubled about missing the filing deadline, although any updates to the information you provide in the BOI Report will need to be reported within 30 days.
FBFK Law will continue monitoring developments related to CTA reporting requirements and provide updates as new information becomes available.
If you have any questions regarding the CTA, BOI Report, or how this impacts mergers and acquisitions, please feel free to reach out to any of the mergers and acquisition lawyers at FBFK Law.