Filing Requirements Set Forth in Corporate Transparency Act Back in Effect

February 20, 2025

The Financial Crimes Enforcement Network (FinCEN) issued a statement this week confirming that, following the latest legal ruling out of the U.S. District Court for the Eastern District of Texas, the beneficial ownership information (BOI) filing requirements set forth in the CTA are now back in effect.

The CTA, which initially took effect on January 1, 2024, has faced myriad legal challenges that have successfully blocked its implementation. However, on February 18, 2025, a decision by 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.) cleared the way for the federal government to resume the filing requirements set forth in the CTA.

In the statement released Tuesday, FinCEN extended the filing deadline 30 calendar days from February 19, meaning the majority of companies required to filed BOI reports under the CTA will, barring any further court rulings to the contrary,  have until March 21, 2025 to comply.

Additionally, from the FinCEN release:

•  FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.
• 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.
   

What is the CTA?

The CTA was created to provide law enforcement with a database of beneficial ownership information to prevent money laundering and other illicit activity. The Act requires that certain companies report specific identifiable information for every individual who is deemed to be a “beneficial owner” of the company. “Beneficial owners” are individuals who own at least twenty-five percent (25%) of the company, or who exercise “substantial control” over said company.

The Act requires all non-exempt companies to file a Beneficial Ownership Information Report (“BOIR” or “BOI Report”), which discloses certain information about each beneficial owner. Such required information includes the beneficial owner’s name, date of birth, residential address, and information from (including an image of) a government-issued identification document.

If you are unsure if you are required to file a BOI report under the CTA, our attorneys are available to assist. We have worked closely with many companies across a wide range of industries to ensure they are fully compliant not only with the CTA, but with all state and federal laws and regulations that impact their businesses. If you have questions or concerns, give Gross Shuman attorneys Carolyn DeVaughn or David Alexander a call. They are here to assist.