Corporate Transparency Act Reinstated – Compliance Deadline Extended to March 21 for Most Companies
February 21, 2025
After a February 18, 2025, decision by a court in the Eastern District of Texas, the beneficial ownership information (“BOI”) reporting requirements of the Corporate Transparency Act (“CTA”) are once again in effect.1 Treasury’s Financial Crimes Enforcement Network (“FinCEN”) announced on February 19, 2025, that the compliance deadline for most companies has been extended to March 21, 2025.2 FinCEN also announced its intention to revise the regulation and assess potential options for modifying deadlines further.
The most recent Smith et. al. v. United States Department of The Treasury, et al. decision comes after the Supreme Court granted the Government’s application for a stay of the nationwide preliminary injunction issued by another court in the Eastern District of Texas in James R. McHenry, III, Acting Attorney General, et al., v. Texas Top Cop Shop, Incorporated, et al.3 There are now two nationwide injunctions stayed pending appeal. The Texas Top Cop Shop injunction remains on appeal in the Fifth Circuit.4 The Fifth Circuit issued the expedited briefing and oral argument schedule below:
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- Appellants’ brief was filed on 02/07/2025
- Appellees’ brief is due on 02/25/2025
- Appellants’ reply brief is due on 03/07/2025
- Oral arguments will be held on 04/1/2025
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For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected beneficial ownership information 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.
Reporting companies that were previously given a reporting deadline later than the March 21, 2025, deadline must file their initial BOI report by that 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.
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O’Melveny & Myers will continue to provide updates as circumstances evolve. We can help with any questions you may have about the CTA. Feel free to contact our team of experts.
1 Smith et. al. v. United States Department of The Treasury, et. al., E.D. Tex. Case No. 6:24-cv-00336.
2 FinCEN Notice, FIN-2025-CTA1, FinCEN Extends Beneficial Ownership Information Reporting Deadline by 30 Days; Announces Intention to Revise Reporting Rule (February 18, 2025).
3 James R. McHenry, III, Acting Attorney General, et al., Applicants v. Texas Top Cop Shop, Incorporated, et al., Docket No. 24A653 (604 U.S., Jan. 23, 2025).
4 Texas Top Cop Shop, Inc. v. Garland, et. al., No. 24-40792, 2024 WL 5203138 (5th Cir. Dec. 23, 2024); Texas Top Cop Shop, Inc., et al. v. Bondi, et. al., E.D. Tex., Case No. 4:24-cv-00478-ALM; 24-40792.
This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes. It is not a full analysis of the matters presented, may not be relied upon as legal advice, and does not purport to represent the views of our clients or the Firm. Tracie Ingrasin, an O'Melveny partner licensed to practice law in New York; Garrett Johnston, an O'Melveny partner licensed to practice law in New York and Texas; AnnaLou Tirol, an O'Melveny partner licensed to practice law in California and the District of Columbia; Wenting Yu, an O'Melveny partner licensed to practice law in California and New York; Martin Mayo, an O'Melveny counsel licensed to practice law in California; and Connor Corbitt, an O'Melveny associate licensed to practice law in Texas, contributed to the content of this newsletter. The views expressed in this newsletter are the views of the authors except as otherwise noted.
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