Update on Corporate Transparency Act: “Well, It’s FinCEN Filing Day … AGAIN”
After two more months of appeals, countermanding court orders, more lawsuits and total chaos, the U.S. District Court for the Eastern District of Texas on Tuesday February 18, 2025, lifted the last of the nationwide injunctions against the Corporate Transparency Act (CTA), and the governing agency (the Treasury’s Financial Crimes Enforcement Network, or FinCEN) on Wednesday February 19, 2025, granted grace periods for filing as follows:
- For the great majority of cases, the new deadline to file an initial, updated, and/or corrected report is Friday, March 21, 2025.
- Reporting companies formed on or after February 18, 2025, still must file within 30 days of the formation date (this has always been the CTA deadline).
- Reporting companies that previously had disaster relief extended deadlines (mostly in the southeast because of the summer and autumn 2024 hurricanes) can follow the later deadlines. (Sorry, no California fire relief as of yet.)
The CTA requires that corporations, LLCs and other business entities report to and disclose personal information about their management and significant owners. Our prior eAlerts, describing what companies report, what they are required to report and how they report, can be accessed here and here. This eAlert updates our December 24, 2024, eAlert on the nationwide injunctions suspending the CTA.
Those interested in the background on the courts’ to-and-fro over the past two months can read about it in the February 19 FinCEN notice or at the FinCEN website at fincen.gov/boi. (Note: This is the true FinCEN website. Beware of other websites “masquerading” as such which may pop up in a Google search.) As FinCEN notes, the situation is still fluid and there may be further delays or suspensions down the road. However, given that the U.S. Supreme Court lifted a similar injunction in a separate matter and the Trump administration is pursuing enforcement, one can assume as a practical matter that the March 21, 2025, deadline is the last word.
