On February 18, 2025, the U.S. District Court for the Eastern District of Texas granted a stay order on its previously issued preliminary nationwide injunction pausing the enforcement of the Corporate Transparency Act (CTA). As a result, non-exempt reporting companies are once again subject to beneficial ownership reporting requirements.
The U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) has issued new guidance in light of the order:
1. For most reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025.
2. Reporting companies formed or registered on or after February 18, 2025, must file within 30 days from the date of creation or registration.
3. Reporting companies previously provided with extended deadlines due to disaster relief should follow the later deadlines.
As Beneficial Ownership Information Report filings are once again mandatory, the potential penalties for non-compliance include both civil and criminal penalties.
The current FinCEN notice is available here:
https://www.fincen.gov/sites/default/files/shared/FinCEN-BOI-Notice-Deadline-Extension-508FINAL.pdf
There is also legislation making its way through Congress to potentially extend the initial reporting deadline for reporting companies formed prior to January 1, 2024, until not later than January 1, 2026, however there is no guarantee that this bill will ultimately pass.
Gammage & Burnham’s Corporate & Business Law team is here to help with your CTA compliance needs. Please contact Tim Forsman or Chris Raddatz if you would like help navigating this evolving regulatory situation.
Christopher L. Raddatz
craddatz@gblaw.com
602-256-4438
Timothy N. Forsman
tforsman@gblaw.com
602-256-4477
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