By attorneys Conner Wasson and Rachel Fritz
On December 6, 2024, our Firm issued an alert informing our clients that a federal court in Texas issued a preliminary injunction, halting the enforcement of the Corporate Transparency Act’s (“CTA”) beneficial ownership information (“BOI”) filing requirements. This decision temporarily blocked the obligation for reporting companies to disclose their beneficial owners to the Financial Crimes Enforcement Network (“FinCEN”). Subsequently, a second federal court in Texas issued a similar injunction that also delayed the enforcement of the BOI reporting requirements.
The first injunction was dissolved by the United States Supreme Court on January 23, 2025, but the second injunction remained in effect, keeping the BOI filing obligations suspended. On February 5, 2025, the U.S. Department of Justice filed a notice of appeal regarding the second federal court’s ruling and requested a stay of the injunction, seeking to reinstate the enforcement of the BOI filing requirements.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas issued an order granting the stay, effectively lifting the preliminary injunction and allowing FinCEN to enforce the CTA’s BOI reporting obligations while the appeal is pending. As a result, the obligation for all reporting companies to file BOI reports with FinCEN is again in effect.
The original deadline for most reporting companies was January 1, 2025, but FinCEN has recognized that reporting companies may need additional time to file BOI reports. Reporting companies should carefully review the updated filing deadlines below to determine when they must submit their BOI report with FinCEN:
- Most reporting companies now have until March 21, 2025, to file their BOI reports with FinCEN.
- Reporting companies created or registered in the U.S. on or after February 18, 2025, have 30 days to file their initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.
- Reporting companies that were previously provided with an extended deadline due to disaster relief should follow the later deadline provided.
This ruling reaffirms the importance of compliance with the CTA, and reporting companies are strongly advised to begin preparing for or resume their BOI filing obligations with FinCEN. If you need assistance determining your filing obligations or preparing your BOI report, we recommend consulting with legal or tax professionals.
About Ahlers & Cooney's Client Alerts
Our Client Alerts are intended to provide occasional general comments on new developments in Federal and State law and regulations which we believe might be of interest to our clients. The Client Alerts should not be considered opinions of Ahlers & Cooney, P.C., and are not intended to provide legal advice as a substitute for seeking professional counsel. Readers should not under any circumstance act upon the information in this publication without seeking specific professional counsel. Ahlers & Cooney will be pleased to provide additional details regarding any article upon request. Additional copies of this Client Alert may be obtained by contacting any attorney in the Firm or by visiting the Firm's website at www.ahlerslaw.com.
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