Corporate Transparency Act Reporting Back On (For Now)

As a result of a February 17, 2025 decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect.

The Financial Enforcement Crimes Network (FinCEN) has extended the deadline for filing initial, corrected, and updated reports under the CTA to March 21, 2025. If a reporting company currently has a filing deadline after March 21, 2025, because of, among other things, FinCEN’s earlier hurricane disaster reporting relief, that later deadline will continue to apply.

However, this is certainly not the end of the story. In providing this extension, FinCEN stated that during this 30-day extension, 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 stated that it intends to initiate a process this year to revise the CTA reporting requirements to reduce the burden for lower-risk entities, including many U.S. small businesses.

In a legislative development, the United States House of Representatives passed H.R. 736, the Protecting Small Businesses from Excessive Paperwork Act of 2025, that would extend the reporting deadline to January 1, 2026, for reporting companies formed before January 1, 2024. Companion legislation, S. 505, has been introduced by the Senate Banking Committee Chairman, Senator Tim Scott (R-SC). Senate consideration of the S. 505 has yet to be scheduled.

As a result, there currently remains the possibility that the filing deadlines will be further extended and that certain types of reporting companies will be relieved from the BOI reporting obligations entirely.

We recommend that companies that are not currently exempt from the CTA reporting requirements complete their BOI reports now and be prepared to submit them to FinCEN as the March 21 deadline approaches.