On February 18, 2025, the U.S. District Court for the Eastern District of Texas granted the Department of Justice’s motion to stay the court’s own previously-issued preliminary injunction against enforcement of the Corporate Transparency Act (CTA). This decision has the effect of allowing enforcement of the CTA, at least pending disposition of an appeal that was taken from the court’s original preliminary injunction order. The court cited the U.S. Supreme Court’s order in McHenry v. Texas Shop, Inc., which stayed a similar injunction against the CTA in another case. As a result, beneficial ownership information reporting (BOIR) requirements under the CTA are now reinstated and will remain in effect unless the original preliminary injunction is upheld on the appeal.   

A new notice posted on the Financial Crimes Enforcement Network (FinCEN) cites this most recent ruling and announces that most reporting companies will have until March 21, 2025 (30 calendar days from February 19, 2025) to comply with the CTA reporting requirement and file BOIRs. FinCEN maintains that, at its option during this 30-day period, it may choose to modify further deadlines or reporting requirements, while “prioritizing reporting for those entities that pose the most significant national security risks.”

FinCEN’s notice clarifies that notwithstanding the foregoing, reporting companies that were previously given a reporting deadline later than the aforementioned March 21, 2025 deadline must file their initial BOI report by that later deadline. FinCEN has also indicated in its notice that it intends to initiate a process in 2025 to revise the beneficial ownership information reporting rule to reduce the burden for lower-risk entities, including many U.S. small businesses. 

Should you have any questions or require any assistance regarding the CTA or its BOI reporting requirements, please contact Michelle Cox, Jeffrey Davis, or Allan Grauberd, or David Rabinowitz.