The Corporate Transparency Act: Reporting Obligations Reinstated – Key Reminders Ahead of March 21 Filing Deadline

The Corporate Transparency Act (CTA) has been reinstated, and companies should proceed with preparing and filing their Beneficial Ownership Information Report (BOIR) ahead of the March 21, 2025, deadline.

The CTA requires a broad class of legal entities (referred to as “reporting companies”) to identify and report beneficial ownership information to the Treasury Department’s Financial Crimes Enforcement Network (FinCEN).

Current Status of the CTA

On Tuesday, February 18, 2025, a Texas federal judge stayed the court’s preliminary injunction in Smith, et al. v. U.S. Department of the Treasury, et al. (E.D. Tex., No. 6:24-cv-00336) until the government’s appeal of the injunction is resolved. Following the Smith ruling, FinCEN announced it would extend reporting deadlines under the CTA until March 21, 2025.

While it is possible that the appeal in Smith or in Texas Top Cop Shop v. McHenry (E.D. Tex., No. 4:24-cv-00478) could pause the CTA again, those decisions will not occur before the March 21 deadline.

Deadlines for Initial Reports and Updated or Corrected Reports:

• Initial Reports for Entities Formed on or Before February 19, 2025: For entities that are not otherwise exempt from the CTA’s reporting requirements (more info available here), the deadline to file their initial BOIR is March 21, 2025.
• Updates or Corrections: For reporting companies that had previously filed a BOIR, any necessary updates or corrections to those reports are also due March 21, 2025.
• Initial Reports for Entities Formed After February 19, 2025: Under the CTA, non-exempt entities that were formed after January 1, 2025, must file their initial BOIR within 30 days of formation. A company formed after February 19, 2025, will need to file within 30 days of its formation date.

FinCEN also indicated that if a reporting company is eligible for a later reporting deadline, for example, the narrow disaster relief extensions previously announced by FinCEN in 2024, then that later reporting deadline would apply.

What’s Next

The BOIR and filing resources can be accessed here. Alternatively, companies may file the BOIR with the assistance of a third-party vendor.

Determining Beneficial Owners: Generally, a reporting company must list the following as its beneficial owners:

• Owners of 25% or more of a company’s ownership interests
• Senior officers (defined as a company’s president, chief financial officer, general counsel, chief executive office, chief operating officer, or any other officer who performs a similar function)
• Other persons with “substantial control”

Company Applicants: Reporting companies formed before January 1, 2024, are not required to provide information for Company Applicants in their BOIR.

Ongoing Obligations to Update the BOIR: After the initial BOIR filing is submitted, changes to the information reported, including personal information about a beneficial owner, must be updated by filing a new report within 30 days. If a reporting company discovers an error in its previous submission, the company is required to file a new report with FinCEN within 30 days to correct the previously filed report.

Additional Resources: FinCEN provides guidance on the CTA reporting requirements, including a regularly updated FAQ guide and a separate guide for small business owners. You can also revisit our other key reminders and considerations.

With the March 21 filing deadline approaching, consult experienced counsel with questions you may have as you work through these new requirements, including completing the BOIR, maintaining ongoing compliance with the CTA and/or whether you may be exempt from reporting under the CTA altogether.

We expect further developments regarding these two cases and other cases nationwide and will continue to provide updates as these legal proceedings advance.

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