On February 18, 2025, the US District Court for the Eastern District of Texas in Smith v. US Department of Treasury stayed the court’s nationwide injunction from blocking the Financial Crimes Enforcement Network’s (FinCEN) implementation of the Corporate Transparency Act (CTA) reporting requirements, including company filing deadlines for reporting beneficial ownership information (BOI). The stay reinstates BOI reporting under the CTA. In light of the court’s decision, FinCEN has extended the reporting deadline for most reporting companies to March 21, 2025.

FinCEN has stated that reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.

During the period prior to the extended deadline, FinCEN reserved the option to modify the deadlines further for lower-risk entities, including many U.S. small businesses, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce the burden for lower-risk entities, including many U.S. small businesses. FinCEN will provide updates prior to any future modifications to the reporting deadline.

The decision in Smith was made in light of the Supreme Court’s order in a separate CTA challenge, Texas Top Cop Shop, Inc. v. McHenry, which lifted a nationwide injunction blocking enforcement of the CTA. Though the CTA’s future still faces legal challenges to its constitutionality, companies currently must comply with the CTA.

With the stay of the Smith injunction, reporting companies must now prepare to file. To do so, companies must determine whether the CTA applies to their entity, identify its beneficial owners, and prepare to file a BOI report. Given the brief extension, time is of the essence for companies to comply with the approaching BOI report filing deadline of March 21, 2025.

Our firm is actively monitoring the most recent legal and regulatory developments regarding the CTA for the practical impact on a reporting company’s legal compliance. For further information, please visit our CTA Resource Center.