Client Alert: U.S. Entities must meet their CTA Filing Requirements by March 21, 2025
In the most recent development regarding enforcement of the Corporate Transparency Act (CTA) and Beneficial Ownership Information Report (BOIR), U.S. entities are once again required to file their BOIRs. On February 17, 2025, the United States District Court for the Eastern District of Texas, in Smith, et al. v. U.S. Department of the Treasury, has stayed the last remaining nationwide injunction against enforcement of the CTA. This decision follows the United States Supreme Court’s ruling in Texas Top Cop Shop v. McHenry—formerly, Texas Top Cop Shop v. Garland, where the Supreme Court stayed the preliminary injunction blocking enforcement of the CTA pending disposition of the appeal in the Fifth Circuit Court of Appeals and disposition of the petition for the writ of certiorari. As a result, CTA enforcement is now active and FinCEN issued guidance that most reporting companies are required to submit their BOIRs by March 21, 2025.
FinCEN has also indicated that it intends to initiate a process this year to revise the CTA and its reporting requirements to reduce the burden for certain reporting companies, but it is unlikely that any decisions will be made before the filing deadline.
Although CTA enforcement has resumed, there is potential legislative change to monitor. The U.S. House of Representatives recently passed HR 736, titled “Protect Small Businesses from Excessive Paperwork Act of 2025,” which would extend the CTA filing deadline for pre-existing reporting companies (formed prior to January 1, 2024) to January 1, 2026. However, the bill remains under Senate committee review and will not become law unless approved by the Senate and signed by the President. Reporting companies should not delay CTA compliance while awaiting potential legislative relief.
As a reminder, reporting companies formed in 2025 generally must file their initial BOIRs within 30 days following their date of formation (except for reporting companies formed on or before February 18, 2025, which have until March 21, 2025, to file their initial reports).
Please contact us as soon as possible if you need assistance to file BOIRs for your entities. Filing earlier is recommended to avoid missing the deadline on March 21, 2025, as there may be a high volume of filings leading to technological or other filing issues.