The Corporate Transparency Act – Latest News From the Front

When we last looked in on the ongoing saga of the Corporate Transparency Act (CTA) and its Beneficial Ownership Information (BOI) reporting requirement enforced by the Financial Crimes Enforcement Network (FinCEN), this Tax Blog reported that, although the U.S. Supreme Court stayed the injunction against enforcement of the BOI reporting requirement in one case (Texas Top Cop Shop v. Garland et al.), the reporting requirements remained enjoined in another case (Smith v. U.S. Department of the Treasury).

On February 18, 2025, the U.S. District Court in the Smith case stayed its order enjoining the BOI reporting requirements until the appeal is completed, so the BOI reporting requirement is back on.  In recognition that companies may need more time to comply with the reporting requirement, FinCEN has extended the deadline for those companies that were originally required to file by January 1, 2025, to March 21, 2025.

On February 19, 2025, FinCEN published a Notice on its website (FinCEN Notice, FIN-2025-CTA1, 2/18/2025) that stated:

With the February 18, 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., beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. . . . . For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.

Meanwhile, on the legislative front, On 2/10/2025, the House of Representatives passed the “Protect Small Businesses from Excessive Paperwork Act of 2025” (H.R. 736) by a vote of 408-0. This bill delays the effective date of the BOI reporting requirements until 1/1/2026. The bill has been sent to the Senate.  Also, as this Tax Blog reported in our last installment on the CTA, on 1/15/2025 two bills (H.R. 425 in the House, and S. 100 in the Senate) were introduced to repeal the Corporate Transparency Act entirely.

Bottom Line:  As of the date of this Tax Blog post, the BOI reporting requirement is back in effect, with a filing deadline of March 21, 2025.  We await further developments.