Corporate Transparency Act: Once Again Enforceable – New Compliance Dates Apply

As we previously discussed, on January 7, 2025, the U.S. District Court for the Eastern District of Texas issued a nationwide injunction delaying the implementation of the Corporate Transparency Act’s (“CTA”) reporting requirements (Smith, et al. v. U.S. Department of the Treasury). On February 5, 2025, the U.S. Department of Justice (“DOJ”), on behalf of the Department of the Treasury, filed a notice of appeal, and requested a stay of the injunction pending appeal.

Subsequently, on February 17, 2025, Judge Jeremy D. Kernodle issued an order granting the DOJ’s motion for a stay of the injunction pending appeal. Therefore, the CTA is once again in full force and effect with reporting companies being required to file beneficial ownership information (“BOI”) with the Financial Crimes Enforcement Network (“FinCEN”).

In response to the order, FinCEN has extended the deadline for most companies to comply with BOI reporting obligations to March 21, 2025, which is 30 calendar days from February 19, 2025. FinCEN has noted that during this 30-day period, it will “assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.” FinCEN also noted that it intends to begin a process to look into revising the BOI reporting rules to reduce the burden for lower-risk entities sometime this year.

FinCEN provided the updated deadlines and guidelines below:

• As noted previously, for most companies, FinCEN has imposed a new deadline of March 21, 2025, to file initial, updated, and/or corrected BOI reports.
• Any company with a reporting deadline later than March 21, 2025, must still file its initial BOI report by that later date. For example, a company granted an extension to April 2025 due to disaster relief would adhere to the April deadline.
• Plaintiffs previously involved in National Small Business United v. Yellen are still not required to file BOI reports with FinCEN at this time.

Separately, we note that on February 10, 2025, the House passed H.R. 736, also called the “Protect Small Business from Excessive Paperwork Act of 2025”. The bill would extend the deadline to file BOI information with FinCEN from January 1, 2025, to January 1, 2026, for any reporting companies formed or registered before January 1, 2024. The bill has since been received in the Senate and referred to the Committee on Banking, Housing, and Urban Affairs. It is unknown how long the bill will remain with the Senate.

At this time, V&E recommends that clients expeditiously finalize any remaining assessments of the applicability of reporting requirements under the CTA and make any required filings before the new deadline of March 21, 2025.

Disclaimer: This update was prepared as of February 21, 2025, and is subject to change as further guidance on the CTA develops. This is only a summary of a complex regulatory system and is not legal advice. Specific questions regarding the CTA should be directed toward your V&E relationship attorney.

This information is provided by Vinson & Elkins LLP for educational and informational purposes only and is not intended, nor should it be construed, as legal advice.