CTA is Back (Again) - Smith Court Grants Motion to Lift Last Remaining Nationwide Injunction

The beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are back in effect, and any entities that are required to file BOI reports should move forward with that process.

On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et. al., 6:24-cv-00336 (E.D. Tex.) stayed its own January 7, 2025 order pending appeal. The decision was based on the Supreme Court’s order in McHenry v. Texas Top Cop Shop, Inc. issued January 23, 2025 staying a similar order from another Texas district court.

FinCEN has set new deadlines for compliance in light of the litigation delays. For most reporting companies, the new compliance deadline is March 21, 2025, including all initial, updated and/or corrected BOI reports that otherwise would have been required to be filed between December 3, 2024 and March 21, 2025.

For all reporting companies formed on or after February 20, 2025, the standard deadline of 30 days after formation under the CTA applies.

If an entity already had a reporting deadline later than March 21, 2025 (e.g., for certain disaster-related extensions granted by FinCEN), then that later deadline will control. There are also specific entities that are not currently required to file pending the outcome of ongoing litigation.

In addition, FinCEN has indicated that they will be starting a process to review and potentially update BOI reporting requirements to reduce the compliance burden for certain entities determined to be “low-risk”.

We continue to be available to assist our clients with their assessment and compliance obligations.  Please refer to Goodwin’s Corporate Transparency Act Resource Center or reach out to your Goodwin contact for additional information.

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee similar outcomes.