In yet another chapter of the volatile history of the Corporate Transparency Act (CTA), on February 17, 2025, the U.S. District Court for the Eastern District of Texas stayed its nationwide preliminary injunction blocking the enforcement of the CTA in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.). This ruling opened the gates for the CTA to once again be enforced. In response, the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a notice on February 20, 2025 generally extending the deadline for filing initial, updated, and corrected Beneficial Ownership Reports to March 21, 2025 for most entities required to report under the CTA.

FinCEN also noted that it will continue to assess further deadline modifications to reduce the regulatory burden on businesses and stated that any further modification of reporting deadlines will be provided prior to March 21, 2025. Reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline can continue to rely on that later deadline. This would include, for example, entities whose reporting deadline is now in April 2025 due to certain disaster relief extensions and entities created on or after February 20, 2025. 

While the CTA is now back in effect, this is likely not the end of the story. A bill introduced in the U.S. House on February 11, 2025 would extend the deadline for entities created before January 1, 2024 to file their initial BOI report to January 1, 2026. A bill previously introduced in the Senate on January 15, 2025 would repeal the CTA in full. In addition, several courts across the country are considering cases challenging the CTA on constitutional grounds. As the situation remains fluid, clients are urged to closely monitor ongoing developments and the FinCEN website for additional guidance.

Dentons is here to help clients navigate the CTA. If you have any questions about the CTA or this Client Alert, please contact your Dentons attorney or any member of the CTA Team listed below.

For more information contact:

Todd Carlisle
Adam H. Dunst
Michael Gilmer
Tyler K. Keenan
Stephen S. Kudenholdt
Christopher J. Kula
Jeffrey S. Marcus
Jeffrey A. McKenzie
Felix Mehler
Robert B. Olin
Lauris G.L. Rall
Russell K. Smith
Toni Weinstein