Key takeaways
- FinCEN enforcement resumes: Courts lift injunctions, allowing FinCEN to enforce CTA’s BOI reporting requirements
- New deadline and potential rule changes: BOI reports due by March 21, 2025 for many reporting companies; FinCEN may ease deadlines and rules for small businesses and low-risk entities
- Congressional extension proposed: House passes bill to extend deadline to January 1, 2026; Senate consideration pending
On February 17, 2025, the U.S. District Court for the Eastern District of Texas, Tyler Division granted a motion to stay its previous nationwide injunction in the Smith v. U.S. Department of the Treasury1 case, effectively paving the way for the Financial Crimes Enforcement Network (FinCEN) to enforce the beneficial ownership information (BOI) reporting requirements of the Corporate Transparency Act (CTA) and its implementing regulations.
Looking back
On January 23, 2025, the U.S. Supreme Court issued its opinion in the Texas Top Cop Shop, Inc.2 case, staying a nationwide injunction issued by the U.S. District Court for the Eastern District of Texas, Sherman Division that had prevented FinCEN from enforcing the CTA. However, a separate nationwide injunction blocking enforcement of the CTA remained in effect in the Smith case. On February 5, 2025, the defendants in the Smith case filed a notice of appeal and a motion to stay the court’s preliminary injunction pending the defendants’ appeal to the U.S. Court of Appeals for the Fifth Circuit. On February 17, 2025, the court granted the defendants’ motion to stay the nationwide injunction pending appeal, citing the U.S. Supreme Court decision in the Texas Top Cop Shop, Inc. case.
Looking forward
On February 19, 2025, FinCEN announced that the deadline for reporting companies to file initial, updated or corrected BOI reports is now March 21, 2025. For reporting companies that have a filing deadline after March 21, 2025, the later deadline applies. FinCEN also announced that, during the 30-day extension period, it will consider options to make additional modifications to reporting deadlines and, in the longer term, will consider changes to the BOI reporting rule to reduce the burden on many U.S. small businesses and other “lower-risk” entities.
Based on this guidance, reporting companies and other interested parties should continue to monitor the FinCEN BOI website and other sources for further changes that may impact reporting deadlines and, in the meantime, be prepared to submit BOI reports on or before the new deadline.
Congress has also stepped into the fray over the CTA, with the House of Representatives voting unanimously to pass a bill3 that would extend the reporting deadline to January 1, 2026 for entities that were in existence prior to January 1, 2024, the date the CTA went into effect. A companion bill was introduced in the Senate on February 11, 2025 and remains under consideration.
Additional information regarding the cases cited herein can be found in our prior Client Alerts issued on January 6, 2025 and January 27, 2025.
- Smith v. U.S. Dep’t of the Treasury, No. 6:24-cv-00336-JDK (E.D. Tex. Feb. 17, 2025).
- McHenry v. Texas Top Cop Shop, Inc., 220 L. Ed. 2d 427 (2025).
- Protect Small Businesses from Excessive Paperwork Act of 2025, H.R. 736, 119th Cong. (2025).
Client Alert 2025-056