CTA Reporting Requirements Reinstated With March 21 Deadline for Most Reporting Companies

As a result of a decision by the U.S. District Court for the Eastern District of Texas in Smith v. U.S. Department of the Treasury on Tuesday, February 18, beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. Accordingly, the Financial Crimes Enforcement Network (FinCEN) responded by releasing a notice highlighting the following new deadlines for the filing of an initial, updated, and/or corrected BOI report:

• For the vast majority of reporting companies, the new deadline is March 21, 2025. 
• Reporting companies that were previously given a reporting deadline later than the March 21, 2025, deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.
• Plaintiffs in the National Small Business United v. Yellen case, which is currently on appeal to the U.S. Court of Appeals for the 11^th Circuit, are not currently required to report their BOI to FinCEN. This includes Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024).

Notwithstanding the foregoing, FinCEN “will assess its options to further modify deadlines” before March 21, 2025, for reporting companies that do not “pose the most significant national security risks” and will provide another update before March 21, 2025, if it decides to modify this deadline. In addition, FinCEN has stated it intends to initiate a process this year to revise the BOI reporting rule to reduce the burden for lower-risk entities, including many U.S. small businesses. 

Further, the U.S. House of Representatives recently passed H.R. 736 to update the BOI reporting deadline set in current law. If the bill were to become law, it might extend the reporting deadline to January 1, 2026, for companies formed or registered before January 1, 2024. The Senate has referred the bill to committee but has not taken any other action on the bill.

While further developments are expected, as it now stands, BOI reporting is mandatory again and reporting companies should complete their initial, updated, and/or corrected BOI report filing by March 21, 2025 unless they are among the limited number of entities subject to a later deadline.

We will provide further updates as they unfold, including any responses to this recent court decision. For more information about the CTA, please visit our Corporate Transparency Act Resource Center and reach out to Ballard Spahr to discuss any questions you may have.

Copyright © 2025 by Ballard Spahr LLP.
www.ballardspahr.com
(No claim to original U.S. government material.)

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise, without prior written permission of the author and publisher.

This alert is a periodic publication of Ballard Spahr LLP and is intended to notify recipients of new developments in the law. It should not be construed as legal advice or legal opinion on any specific facts or circumstances. The contents are intended for general informational purposes only, and you are urged to consult your own attorney concerning your situation and specific legal questions you have.