Second CTA Nationwide Injunction Stayed; New March 21, 2025 Filing Deadline
On January 23, 2025, the U.S. Supreme Court granted the government’s motion to stay a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (CTA) issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland). On February 17, 2025, the U.S. District Court for the Eastern District of Texas granted the government's motion to stay the second nationwide preliminary injunction against the enforcement of the CTA (Smith v. U.S. Department of the Treasury).
Beneficial Ownership Information (BOI) reporting requirements under the CTA are now, once again, back in effect. At this time, newly-formed reporting companies must submit their initial BOI reports within 30 days of their formation or registration to do business. All reporting companies that have already filed their initial BOI reports are again required to submit updated BOI reports within 30 days of any change to their BOI.
The Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of Treasury published an official statement that it is generally extending the reporting deadline to March 21, 2025, for most reporting companies. Companies that already have a reporting deadline later than March 21, 2025, by virtue of certain disaster relief extensions will be bound by the later of the two applicable dates.
The following categories of reporting companies now have a March 21, 2025, initial and updated BOI report deadline (including those dissolved prior to submitting an initial BOI report):
- Reporting companies that have yet to file their initial BOI reports.
- Reporting companies that have already filed their initial BOI reports but have experienced a change to their beneficial ownership during the pendency of the CTA injunctions (December 3, 2024, through February 17, 2025) and have not otherwise filed their required updated BOI reports.
In addition, the U.S. Court of Appeals for the Fourth, Fifth, Ninth and Eleventh Circuits are each considering various aspects of CTA-related litigation on appeal. The Ninth Circuit is anticipated to rule soon on whether a district court correctly found the CTA unconstitutional. Also, the U.S. House of Representatives passed H.R. 736 on January 24, 2025, that would extend to January 1, 2026, the initial BOI report deadline for reporting companies formed or registered to do business prior to January 1, 2024, that have not yet filed their initial BOI reports. The final House vote on H.R. 736 was 408 in favor, zero opposed, and 25 not voting. The U.S. Senate is currently evaluating companion legislation to H.R. 736. Lastly, FinCEN stated on February 19, 2025, that 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 intends to initiate a process this year to revise the BOI reporting rule to reduce [the] burden for lower-risk entities, including many U.S. small businesses." In light of these developments, it is possible that the CTA may change again over the next few months, but for now, BOI reporting is back in effect in accordance with the timing described above.
Stinson attorneys are ready and available to assist entities to evaluate these developments and next steps. For more information on the CTA, please contact William Kearney, Jill Radloff, Zachary Taylor or the Stinson attorney with whom you regularly work.
