Court Lifts Stay on Ownership Reporting; Treasury Extends FinCEN Filing Deadline to March 21, 2025

A federal district court has stayed a preliminary injunction that had postponed the deadline for compliance with the Corporate Transparency Act (CTA) requirement to report Beneficial Ownership Information (BOI) to the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). FinCEN can now enforce deadlines for reporting, and has published an official notice extending the reporting deadline for most companies to March 21, 2025.

Background

The CTA requires corporations, limited liability companies, and other entities created by filing a document with a Secretary of State to report the ownership and management information of individuals who directly or indirectly own or control the company to FinCEN’s centralized database. While there are exemptions from the requirements for certain companies already subject to federal ownership reporting requirements, the reporting obligations are, in general, intended to cover companies with less than 20 full-time employees and less than $5 million in gross receipts or sales.

Companies that qualify for disaster relief may have deadlines that fall beyond March 21, 2025. Plaintiffs in National Small Business United v. Yellen are not currently required to file.

There are several bills pending in Congress to repeal the CTA or to extend certain reporting deadlines to January 2026.

Recommendation

Given the reinstatement of the reporting deadline, we recommend that reporting companies which have not yet filed BOI reports review their status and, if required, file as soon as possible to ensure compliance. FinCEN’s web page for the filing requirement can be found here, and the e-filing portal can be found here.

If you have questions about the CTA’s BOI compliance and reporting obligations, contact one of our attorneys.