Corporate Transparency Act Reporting Requirements Reinstated New Filing Deadline March 21, 2025

(Client Advisory as of February 20, 2025)

The last three months of the Corporate Transparency Act have been a dream for appellate lawyers and a nightmare for business owners – but some clarity is on the horizon.

As you know, in December 2024, two Federal judges in Texas issued nationwide preliminary injunctions suspending the government’s enforcement of the Corporate Transparency Act (the “CTA”). The Department of Treasury, under both the Biden and Trump administrations, filed motions and appeals seeking to overturn these nationwide preliminary injunctions on the basis that, among other things, the CTA is constitutional (as supported by favorable constitutional rulings in multiple states).

On January 23, 2025, the United States Supreme Court sided with the government and overturned one of the two nationwide injunctions (Texas Top Cop Shop, Inc. v Garland). Thereafter, on February 17, 2025, considering the Supreme Court ruling, a federal appeals court in Texas overturned the second nationwide injunction (Samantha Smith v. U.S. Department of Treasury). These orders effectively reinstated the CTA and its reporting requirements nationwide.

In response to these rulings, FinCEN quickly issued a statement extending the deadline to file an initial, updated and/or corrected Beneficial Ownership Information Report (“BOIR”) to March 21, 2025. Additionally, FinCEN stated that prior to this March 21, 2025 deadline, it “will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.” FinCEN further stated that it also intends to initiate a process this year to reduce the burden for “lower-risk entities”.

Currently, uncertainty remains relative to (a) the timing and nature of FinCEN’s modifications to its existing regulations, most notably the definition of a “lower-risk entity” (b) the legislative response. Regarding Congress, the House of Representatives passed a bipartisan bill to extend the reporting deadline to January 1, 2026. However, as of this advisory, the Senate has not voted on the legislation and FinCEN has advised that “There is no guarantee that this extension will become law.”

Our recommendations…

Although modifications to existing regulations from FinCEN are likely, and further deadline extensions for some entities may occur, all Reporting Companies should take immediate action to ensure they are fully compliant.

Depending on the circumstances of the Reporting Company, this could mean either filing an initial BOIR or filing a BOIR amendment (if any previously filed BOIR information has changed since its initial filing).

If you have any questions relative to your particular situation, feel free to contact Firm Attorney Edward Price at 231-346-5415 or eprice@nmichlaw.com or email our CTA Paralegal, Tara Stellwagen, at tstellwagen@nmichlaw.com