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The Corporate Transparency Act is Back in Effect….The New Reporting Deadline Is Now March 21, 2025, For Most Entities

02.20.25

By David H. Freedman and Jordan M. Small

The beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect.

The last remaining nationwide block against enforcement of the CTA was stayed by a Texas district court on February 18th pending the government’s appeal to the Fifth Circuit. 

The new CTA reporting deadline is now March 21, 2025, for most entities.

FinCEN has stated that it will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. Meaning, you have to file but you might not have to file (or your filing date will be extended) as the government assesses which type of entities pose the most significant security risks. This creates further confusion as FinCEN is stating that it can or will change the rules as it continues to assess things.

The relevant portion of the FinCEN alert is below:

Alert: Ongoing Litigation – Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.): Corporate Transparency Act reporting requirements back in effect [Updated February 19, 2025]

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., 6:24-cv-00336 (E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies.

Notably, in keeping with Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN 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 burden for lower-risk entities, including many U.S. small businesses.

Updated Deadlines

  • 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.

Also, the House passed H.R. 736, Protect Small Businesses From Excessive Paperwork Act of 2025 by a 408-0 vote on February 10th in favor of extending the CTA’s reporting deadline for reporting companies formed before January 1, 2024 to January 1, 2026 (by 1 year). This bill is now before the Senate. It will be interesting to see how this fits in with the above.

Entities formed after January 1, 2024, are unaffected and still subject to the 30-day report requirement.

Maddin Hauser attorneys continue to monitor these developments and provide updates as they emerge. Follow our CTA blog and other social media for the latest news.