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Feb. 18 court ruling reinstates Corporate Transparency Act

On Feb. 18, 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.), ruled that beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect.

The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has extended the reporting deadline 30 calendar days from Feb. 19 for most companies, according to an agency press release.

FinCEN indicated it will use the time to 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.

For most reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21. FinCEN will provide an update before then of any further modification of this deadline.

Reporting companies that were previously given a reporting deadline later than the March 21 deadline must file their initial BOI report by the later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.

Plaintiffs in National Small Business United v. Yellen, namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.

For more information, see FinCEN Notice, FIN-2025-CTA1, FinCEN Extends Beneficial Ownership Information Reporting Deadline by 30 Days; Announces Intention to Revise Reporting Rule (February 18, 2025).

On Feb. 10, the U.S. House unanimously passed the Protect Small Businesses from Excessive Paperwork Act (H.R. 736) with a 408-0 vote. Under the bill, existing entities that are “a small business concern” as defined under 15 U.S.C. 632 would have until January 1, 2026, to submit reports about their beneficial owners to Treasury’s Financial Crimes Enforcement Network (FinCEN). On Feb. 11, Senate Banking Committee Chair Tim Scott (R-SC) introduced a companion bill (S.505), but as of Feb. 26, the Senate had not voted on the bill.

Reporting companies can report their beneficial ownership information directly to FinCEN, free of charge, using FinCEN’s E-Filing system available at https://boiefiling.fincen.gov. More information is available at www.fincen.gov/boi.

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