MVA White Collar Defense, Investigations, and Regulatory Advice Blog

The last remaining nationwide injunction pausing obligatory reporting under the Corporate Transparency Act (CTA) and the related regulations (31 C.F.R. § 1010.380) was lifted on February 17, 2025.  Absent further administrative or Congressional action, reporting companies which have not yet filed beneficial ownership information with the U.S. Treasury’s Financial Crimes and Enforcement Network (FinCEN) must do so by March 21, 2025. 

Enforcement of the CTA has been subject to various court challenges.  In particular, two lower district courts in Texas had separately issued nationwide injunctions suspending required reporting under the CTA.  One of those cases, McHenry v. Texas Top Cop Shop, Inc., wound its way to the U.S. Supreme Court, which, on January 23, 2025, stayed the lower courts’ nationwide injunction.  McHenry v. Texas Top Cop Shop, Inc. (No. 24A653, 604 U.S. _______, 2025 WL 272062, at *1).   On February 17, 2025, and in light of the Supreme Court’s ruling in Texas Top Cop Shop, Judge Jeremy Kernodle of the Eastern District of Texas lifted the injunction of the CTA that he had granted on January 7, 2025 in Smith et. al. v. United States Department of the Treasury et. al.  (6:24-cv-00336 (E.D. Tex.)).   

FinCEN announced February 19, 2025, that the new deadline for reporting companies to file beneficial ownership information is March 21, 2025.  FinCEN indicates that they will “provide an update before then [March 21] of any further modification” of the deadline, “recognizing that reporting companies may need additional time to comply with reporting obligations” given the date of its announcement.  FinCEN has clarified that reporting companies that were previously given a reporting deadline later than March 21, 2025 (e.g., disaster relief extensions to April 2025 granted in the wake of Hurricane Helene) need only file by that later deadline. 

Congress may grant some additional, targeted relief to reporting companies, as the House of Representatives on February 10, 2025, passed H.R. 376, the “Protect Small Businesses from Excessive Paperwork Act of 2025”, which would extend the filing deadline to January 1, 2026, for companies formed prior to 2024.  Senator Tim Scott of South Carolina introduced the companion bill in the Senate on February 12, 2025; it is currently being considered in the Senate Banking, Housing and Urban Affairs Committee. Note, however, that entities formed in 2024 or 2025 are not currently addressed in this proposed legislation so remain subject to the deadlines set by FinCEN regardless of Senate action or inaction on the Act.

Please consult your Moore & Van Allen attorney should you have further questions regarding the CTA, beneficial ownership reporting to FinCEN or actions your company may need to take to comply with CTA regulations.  We will continue to monitor the situation and will provide further updates when available.