The Corporate Transparency Act: Will the New Deadline to Report Survive?

By Sarah Hibbard, Garth D. Stevens, Kenneth Ashton, John G. Weston, and Brett W. Johnson

On February 17, 2025, the U.S. District Court for the Eastern District of Texas, in Smith, et al. v. U.S. Department of the Treasury, granted the Department of Justice’s request to stay the nationwide injunction that had previously paused Corporate Transparency Act (CTA) reporting requirements. The decision from the Eastern District of Texas effectively reinstates the CTA’s reporting obligations.

On February 18, 2025, the U.S. Treasury and the Financial Crimes Enforcement Network (FinCEN), issued a notice announcing the Court’s decision. FinCEN recognized that reporting entities may need additional time to comply, and generally extended the deadline to comply with CTA’s reporting obligations 30 calendar days to March 21, 2025. FinCEN, citing its “…commitment to reducing regulatory burden on businesses…” potentially due to the change of administration, also stated that it would be assessing its options to further modify deadlines while prioritizing reporting requirements for those entities that pose the most significant national security risks.

What Does This Mean for CTA Compliance?

 As of February 18, 2025, reporting entities are required to file their initial Beneficial Ownership Information (BOI) reports with FinCEN by March 21, 2025.

Reporting companies that previously had a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline.

However, as indicated in an earlier notice from FinCEN titled, National Small Business United v. Yellen, Plaintiffs — including members of the National Small Business Association as of March 1, 2024 — are not currently required to file BOI reports with FinCEN at this time.

As required under the original BOI Reporting rules, any reports filed with FinCEN must be “true, correct and complete”.   

Future of the CTA

Many of the questions and challenges that existed surrounding the applicability of the BOI reporting rules prior to the injunction still persist (including as to applicability to nonprofits, HOAs, inactive entities, etc.). FinCEN did announce its intention to revise the BOI Reporting Rule to reduce the burden for lower-risk entities, including many U.S. small businesses, although the timing of any of these revisions is uncertain.  

With this in mind, entities that have not made their initial BOI reports should consider assembling required information and plan to report by the deadline. However, entities may want to consider waiting right up to the deadline to evaluate whether FinCEN makes any additional revisions to the application or other updates to its filing deadlines.

There are a number of measures in Congress that may alter or change reporting requirements, including for small businesses or that address the assessment of penalties, although it is unclear whether and to what extent any of these will come to fruition. Also, it is still unclear whether the new Trump administration will make changes to the reporting requirements (noting that President Trump originally had vetoed passing the CTA into law near the end of his term in 2020). The new Treasury Secretary, Scott Bessent, indicated during his confirmation hearings that he was “…committed to reviewing the regulatory implementation of the CTA to ensure that Treasury meets the law’s objective of combating illicit finance without unduly burdening small businesses as Congress directed.”

Impacted entities or other interested non-governmental organizations may consider weighing in and filing an amicus curiae brief in this matter to inform the Fifth Circuit how its forthcoming opinion might impact business operations or other constitutional rights.  

There are also opportunities for outreach regarding congressional action. Companies, trade organizations, and other interested parties should take the opportunity to review the impact of the CTA on their operations and determine whether to vocalize any concerns via the Fifth Circuit (or the Supreme Court, if relief is sought there) or through the rule-making or legislative process.