In the latest episode of the continuing “on again, off again, on again” courtroom saga, on February 18th the U.S. District Court for the Eastern District of Texas lifted a previous injunction that had blocked the enforcement of the Corporate Transparency Act (“CTA”), thereby reinstating the requirement for companies to disclose their beneficial owners to the Financial Crimes Enforcement Network (“FinCEN”).
FinCEN subsequently issued guidance making clear that beneficial ownership information (“BOI”) reporting is now mandatory for reporting companies but extended the BOI Report filing deadlines as follows:
1. Entities registered before January 1, 2024
- BOI reports must be filed by March 21, 2025
2. Entities registered in calendar year 2024
- Reporting companies registered on or after January 1, 2024, and prior to December 22, 2024, have until March 21, 2025
- Reporting companies registered in on or after December 22, 2024, and prior to January 1, 2025, will have 90 days from the date they were first registered
3. Entities registered in calendar year 2025
- Reporting companies registered on or after January 1, 2025, and prior to February 20, 2025, have until March 21, 2025
- Reporting companies registered on or after February 20, 2025 have 30 days from the date they were first registered
While the CTA is enforceable again, litigation remains ongoing and it remains possible that another court could enjoin enforcement of the law against particular plaintiffs or nationwide. In addition, the U.S. House of Representatives recently passed a bill seeking to extend the deadline to file BOI reports until January 1, 2026. The U.S. Senate has yet to act on the bill.
We will continue to monitor for developments.
