This is an important update on the ongoing legal battle surrounding the Corporate Transparency Act (“CTA”) and the previously issued nationwide injunction that temporarily halted the requirement for companies to file the Beneficial Ownership Information (“BOI”) report with the Financial Crimes Enforcement Network (“FinCEN”). As of February 18, 2025, this nationwide injunction has been lifted, and the requirement for companies to file the BOI report with FinCEN is back in effect.
Key Points of the CTA
The CTA requires most companies (including limited liability companies) to file BOI reports with FinCEN, disclosing personal identifying information about the owners and the controlling individuals. Filing deadlines vary based on each company’s date of formation. Failure to file the BOI report on time can result in fines of $500 per day, up to $10,000, and imprisonment for up to two years, or both.
The Nationwide Injunction Lifted and Updated Filing Deadlines
On February 18, 2025, the U.S. District Court for the Eastern District of Texas lifted its nationwide preliminary injunction, restoring the requirement to file and BOI report and FINCEN’s authority to enforce the CTA. Understanding that companies will need additional time to file the BOI report, FinCEN extended the deadline for most companies formed prior to January 1, 2024, to March 21, 2025.
FinCEN has announced that it will not issue any fines or penalties or take any other enforcement actions against companies for the failure to file or update their BOI Report by the current deadline of March 21, 2025. FinCEN intends to issue an additional update no later than March 21, 2025.
Next Steps
While further developments in the ongoing legal battle, filing deadline extensions, or new legislation by Congress remain possible, we strongly recommend company owners remain vigilant and prepared to comply with the CTA, potentially with minimal notice.
Understanding the CTA requirements, the new filing deadlines, and how each will affect your business can be confusing and complex. If you would like to learn more about how these recent events impact you and your business or would like us to file the BOI report on your behalf, please set up a consult with us.