CORPORATE TRANSPARENCY ACT UPDATE: Guess Who’s Back – Back Again? New Filing Deadline Set for March 21, 2025

By Kayla M. Kuri

Kayla M. Kuri

(Feb. 19, 2025) In a move that many saw as inevitable, the Corporate Transparency Act (“CTA“) filing requirements are back in place after a Federal Judge in the Eastern District of Texas issued an order on February 17^th staying the preliminary injunction against enforcement of the CTA previously granted in the Smith et al. v. United States Department of the Treasury et al. (No. 6:2024cv00336) case on January 7^th. In response to this decision, the Financial Crimes Enforcement Network (“FinCEN“) issued guidance yesterday, February 18^th, extending the filing deadline for reporting companies to March 21, 2025 (unless the filing deadline of the reporting company would occur after March 21, in which case, the later deadline will control). FinCEN acknowledged in its statement that it may further extend the March 21^st deadline for certain reporting companies, recognizing that many reporting companies may need additional time to comply with the reinstated filing requirements. In addition, FinCEN stated that it intends to initiate a process to revise the reporting requirements to reduce the burden for lower-risk entities and instead focus on prioritizing reporting for entities that pose the most significant national security threats. What this means is still unknown, but we should expect further guidance from FinCEN in the coming weeks which may include extended or reduced filing obligations for small businesses.

While the Smith case has been making its way through the courts, the Texas Top Cop Shop, Inc., et al. v. Garland case (the sister case to Smith where the first injunction barring enforcement of the CTA was issued in December 2024) continues at the Fifth Circuit Court of Appeals level. The Fifth Circuit is set to hear oral argument on the Texas Top Cop Shop case on April 1, where the merits of the constitutionality of the CTA will be heard. If the Fifth Circuit holds that the CTA is unconstitutional, the law could be put on pause once again. However, until further guidance is issued, the current filing deadline of March 21 will occur before a decision is made in Texas Top Cop Shop, so companies should prepare to submit their Beneficial Ownership Information Reports to FinCEN before the new filing deadline occurs.

Phillips Murrah is continuing to monitor the status of the CTA, and we will provide additional information as new developments occur. If you have any questions about the CTA or your filing requirements, please contact Kayla Kuri at kmkuri@phillipsmurrah.com or your regular Phillips Murrah representative.

For the latest information on the status of the Corporate Transparency Act, please visit our Corporate Transparency Act Hub.