UPDATE as of 3/4/25: As of February 18, 2025, all nationwide injunctions barring the enforcement of the Corporate Transparency Act (the “CTA”) had been lifted. For approximately ten days, the CTA mandatory beneficial ownership reporting was back in effect, with the Financial Crimes Enforcement Network, FinCEN, extending the reporting deadline to March 21, 2025. On Sunday, March 2, 2025, the Treasury Department, FinCEN’s parent, announced that it will “not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners” for not filing the CTA required report. Additionally, “The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.” Thus, CTA compliance is expected to only be enforced against foreign reporting companies, which are defined in the BOI FAQs as “entities (including corporations and limited liability companies) formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office.”

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UPDATE as of 2/20/25: The on-again, off-again Corporate Transparency Act (the “CTA”) mandatory beneficial ownership reporting is now back in effect. On February 18, 2025, the Texas federal district court in Smith v. United States Department of the Treasury lifted the injunction that it had earlier imposed enjoining enforcement of the CTA, thereby reinstating the CTA’s mandatory reporting requirements.

For reports that were originally due from December 3, 2024, (i.e., the date of the first injunction of the CTA, in a different case) through February 18, 2025, the Financial Crimes Enforcement Network (FinCEN) granted a 30-day extension for reporting companies to comply with the CTA’s mandatory beneficial ownership reporting requirements. The new deadline for most reporting companies to file an initial, updated, and/or corrected BOI report is now March 21, 2025. Any reporting companies that have reporting deadlines later than March 21, 2025, such as those that qualify for disaster relief extensions due to federally declared disasters (e.g., reporting companies with principal places of business impacted by Hurricanes Milton, Helene, Debby, Beryl, and Francine), may rely on those extended deadlines.

Although the deadline is now March 21, 2025, other developments could once more flip the CTA reporting requirement. Bills have been proposed in Congress to further delay the reporting deadline and to eliminate the CTA altogether, and the executive branch could take action. The Supreme Court is not scheduled to hear oral argument in the case in which the initial injunction was issued until April, after the new deadline. Finally, the FinCEN Notice of the March 21 extension also states: “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.”

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UPDATE as of 1/24/25: On January 23, 2025, the United States Supreme Court granted the government’s motion to stay the District Court’s nationwide injunction in the Texas Top Cop Shop case. However, because a different District Court judge (also in Texas) had issued a nationwide injunction in a different case (Smith v. U.S. Department of the Treasury) that was not reviewed by the Supreme Court, on January 24, 2025, FinCEN issued an alert confirming that the nationwide injunction remains in place. Reporting companies are therefore not required to file BOI reports at this time. FinCen has indicated that voluntary BOI filings are still being accepted.

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UPDATE as of 12/26/24: The Financial Crimes Enforcement Network (FinCEN) beneficial ownership reporting deadline has been elusive in December 2024. The “fun” began when the District Court presiding over the Texas Top Cop Shop case enjoined enforcement of the FinCEN filing requirement, nationwide, on December 3. An immediate request by the government to stay the injunction was rejected. Then, on December 23, the motions panel of the Fifth Circuit granted a stay of the injunction, and FinCEN issued revised deadlines for various filings, generally through January 13, 2025. Only three days later, late in the evening of December 26, the full Fifth Circuit vacated the stay pending a substantive decision by the merits panel of the Fifth Circuit in the expedited appeal.

As of December 26, 2024, the FinCEN beneficial ownership information (BOI) filing requirement has been enjoined once again, and reporting companies are not required to file BOI reports at this time.

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UPDATE as of 12/24/24: FinCen has updated their website extending the beneficial ownership reporting deadline (1) for reporting companies that were created or registered prior to January 1, 2024, from January 1, 2025, to January 13, 2025, (2) for reporting companies formed after September 4, 2024, to January 13, 2025, and (3) for reporting companies formed between December 3, 2024, and December 23, 2024, an additional 21 days from their original 30-day filing deadline.

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On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit lifted the nationwide preliminary injunction that had paused enforcement of the Corporate Transparency Act (CTA). This means that entities subject to the CTA must once again comply with the original January 1, 2025 deadline for filing Beneficial Ownership Information (BOI) reports.

As of now, the Financial Crimes Enforcement Network (FinCEN) has not announced any extensions to this deadline or released any public guidance. Therefore, it is essential for affected entities to act quickly to prepare and submit their BOI reports to avoid penalties for non-compliance. Here is the link to the appeals court’s order.

If you have any questions, please reach out to your Greenberg Glusker attorney.

Joel Weinstein

ACGLA - Disruption in Big Food

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