FinCEN extends the deadline for general filings to March 21, but the future of the statute remains uncertain
As reported previously (see CTA Client Alert), on January 23, 2025 in Texas Top Cop Shop V. Bondi, U.S. Supreme Court suspended an injunction that barred enforcement of the Corporate Transparency Act. However, a different Texas court’s injunction was still in place. On February 18, the second court in Smith v. United States Department of the Treasury lifted its injunction on CTA enforcement based on the Supreme Court’s ruling. Oral argument in Texas Top Cop Shop remains scheduled before the Fifth Circuit on April 1, 2025.
Following this development, the U.S. Financial Crimes Enforcement Network (FinCEN) announced today that it is extending the filing deadline to March 21, 2025 for most companies. If a company’s deadline was after March 21, it has until that date to file. FinCEN announced that it would “assess” its options for further modifying deadlines and prioritizing reporting by entities that pose significant national security threats. It will also start a “process this year to review the. . . reporting rule to reduce [the] burden for lower-risk entities, including many U.S. small businesses.” In light of these statements, we anticipate that FinCEN may well introduce phased initial reporting deadlines that begin even after March 21.
Meanwhile, in a third CTA case, National Small Business United v. Yellen, an injunction remains in effect solely with respect to the parties in that case. FinCEN has stated that, as of March 1, 2024, members of the National Small Business Association are not required to report beneficial owner information.
Finally legislative developments are in progress. The U.S. House of Representatives passed a bill extending the CTA filing deadlines until January 1, 2026. The U.S. Senate Banking Committee chairman has also introduced a bill in the Senate to extend the deadline to January 1. If you have any questions regarding this memorandum please contact your regular contact at the firm.
