Update - Corporate Transparency Act / Beneficial Ownership Information Filing Deadline - 3/21/25

Corporate Transparency Act / Beneficial Ownership Information Filing Deadline - March 21, 2025

Following the Supreme Court’s ruling in Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland (granting the government’s motion to lift the injunction against the Corporate Transparency Act’s (CTA) Beneficial Ownership Information (BOI) filing requirements), on February 17, 2025, the Court in Smith v. U.S. Department of the Treasury also granted the government’s motion to lift the injunction against the CTA. This means BOI reporting is, once again, mandatory, while rulings in the Texas Top Cop Shop and Smith cases are still pending.

The U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) updated its website to reflect these developments and to confirm that reporting companies are required to file a BOI by March 21, 2025.

In a notice release on February 19, 2025, FinCEN announced that it is committed to “reducing regulatory burden on businesses,” and “will assess its options to further modify deadlines,” indicating possible additional deadline extensions to the BOI filing requirement. FinCEN further announced that it intends to revise the BOI reporting rule this year to reduce burden for lower-risk entities, including many U.S. small businesses.

In addition to the Texas Top Cop Shop and Smith cases, and evaluations being made by FinCEN itself, the United States Congress may also intercede here via the Protect Small Business from Excessive Paperwork Act of 2025, which was recently unanimously approved by the House of Representatives and is now being introduced in the Senate. If passed, the Act would delay the BOI reporting deadline for entities formed prior to January 1, 2024, to January 1, 2026.

AAOC members who are subject to the filing requirements (or who are still uncertain if they must file) are encouraged to contact their CPA and/or business attorney immediately to discuss appropriate next steps.

More information on the CTA and your potential reporting obligations can be found here: https://www.cumminsandwhite.com/client-update-beneficial-owner-information-laws-for-2024/.

*AAOC thanks Cummins and White for providing this legal update.