​On March 1, 2024, the U.S. District Court for the Northern District of Alabama entered a declaratory judgment for the National Small Business United, stating that the CTA was unconstitutional. FinCEN filed an appeal, which is pending with the 11th Circuit of Appeals. In the meantime, FinCEN is not enforcing the CTA with respect to the 30,000 members of the National Small Business Association as of March 1, 2024

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On December 3, 2024, the U.S. District Court for the Eastern District of Texas granted the plaintiffs, the National Federation of Independent Business, their motion for a preliminary injunction (Texas Injunction). The ruling enjoined the enforcement of the CTA and the reporting rule nationwide.

 

On December 6, 2024, FinCEN stated that, in light of the Texas Injunction, it was suspending enforcement of the CTA, but that it would continue to accept filings on a voluntary basis.

 

On December 17, 2024, Congressional leaders released a 1500-page bill that would extend funding for the federal government. Buried was an amendment to the CTA, which would extend the deadline for entities formed or registered before 2024 to January 1, 2026. The bill was withdrawn the following day and the eventual continuing budget bill did not amend the CTA.

 

On December 23, 2024, the motions panel of the U.S. Court of Appeals for the 5th Circuit issued a stay of Texas Injunction. FinCEN announced that it would again enforce the CTA and extended the deadlines as follows:

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• Pre-2024 entities: entities formed or registered prior to 2024 will have until January 13, 2025, to file their initial report.

• Entities with deadlines during the injunction: entities formed or registered on/after September 4, 2024, that had a deadline between December 3rd and December 23rd will have until January 13, 2025, to file their initial report.

• Entities formed during the injunction: entities formed or registered on/after December 3, 2024, through December 23, 2024, will have an additional 21 days from their original deadline (i.e. 111 days from formation/registration) to file their initial report.

• Entities qualifying for disaster relief: entities that qualify for disaster relief should follow the later of their disaster relief deadline and January 13, 2025.

​On December 26, 2024, the U.S. Court of Appeals vacated the stay on the injunction, pending the oral arguments for the appeal. Accordingly, FinCEN announced that it would once again suspend enforcement of the CTA and BOI report submissions would be voluntary again.

 

On December 31, 2024, the government filed an application with the U.S. Supreme Court, seeking to stay the injunction.

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On January 23, 2025, the Supreme Court lifted the universal injunction on the Corporate Transparency Act, which was issued by the Eastern District of Texas back on December 5, 2024. This means that FinCEN can now enforce the reporting obligations of the CTA. If FinCEN acts as it did previously when the injunction was lifted by the Fifth Circuit, we can expect them to issue new deadlines for submitting Beneficial Ownership Information reports.

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On January 24, 2025, FinCEN released an Alert via www.fincen.gov. It stated that on January 23, 2025, the Supreme Court granted the government's motion to stay the nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry - formerly Garland). A separate nationwide order (Smith v. U.S. Department of Treasury) still remains in place and reporting companies are not required to file beneficial ownership information with FinCEN, although they may continue to do so voluntarily. 

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On February 5, 2025, The U.S. Department of Justice officially filed a Notice of Appeal in Smith v. Department of Treasury, challenging the Texas district court's preliminary injunction against the Corporate Transparency Act (CTA). This appeal, now before the Fifth Circuit Court of Appeals, reinforces the government's stance that the CTA is constitutional - even under the new administration. At the same time, it also asked the District Court to stay the injunction pending the said appeal. FinCEN stated that they would introduce a new deadline of 30 days following the ruling, and during that time - would also be reviewing "low-risk entities." The motion doesn't signal how it views "low-risk entities" or how it might prioritize enforcement to "address the most significant risks."

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On February 10, 2025, Judge Kernodle, in the Smith v. Treasury case, issued an Order for Response regarding the Treasury's motion for a stay pending appeal. Per the judge, "[Treasury] represent that Plaintiffs are opposed to the motion. To consider the matter expeditiously, the Court orders Plaintiffs to file their response by 5:00 pm on February 14, 2025." This order insinuates a prompt ruling from the Court upon receipt of the Plaintiffs' response.

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On February 14, 2025, the Plaintiffs filed their Response on the Motion for Stay in the Smith v. Treasury case, in regard to the Court's nationwide preliminary injunction against FinCEN's enforcement of the filing deadlines under the Corporate Transparency Act. With Plaintiffs' repsonse on file, we now await the Smith Court's response.

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On February 18, 2025, The Motion for Stay in the Smith v. Treasury case has officially been granted - therefore allowing enforcement of the CTA, which had been paused due to the preliminary nationwide injunctions. It's likely FinCEN will issue a statement in the next 24 hours with details on CTA filings, but as previously mentioned - they had previously stated that if the injunction was lifted, they would be extending deadlines by 30 days. Once FinCEN has released those details, we will make sure to share them here.

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On February 19, 2025, FinCEN announced that it would once again enforce the reporting requirements of the CTA again with a new deadline of March 21, 2025 for entities formed prior to 2024. The March 21, 2025 filing deadline also applies to any entities that would have had a due date before March 21, 2025 (such as for initial reports, updates, and corrections), but the injunction had made reporting voluntary. This latest turn may not be the final one, as there are still pending appeals in the 5th and 11th Circuits and legislation is under consideration in Congress. 

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On February 27, 2025, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines. No fines or penalties will be issued, and no enforcement actions will be taken, until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed. FinCEN intends to issue an interim final rule no later than March 21, 2025, that extends BOI reporting deadlines, recognizing the need to provide new guidance and clarity as quickly as possible, while ensuring that BOI that is highly useful to important national security, intelligence, and law enforcement activities is reported. FinCEN will kick off a new rule-making process to possibly modify reporting requirements; presumably this would exempt lower-risk entities, although how they identify which ones are lower risk is not yet clear. It is important to note that the law is still in effect, so technically entities that are out of compliance could be subject to fines and penalties down the road if/when FinCEN changes its policy.

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On March 2, 2025, The U.S. Department of the Treasury announced a suspension of penalties and/or fines related to the Corporate Transparency Act (CTA) for U.S. citizens and domestic reporting companies. The Treasury also plans to release a new rule-making that will narrow the scope of the BOI reporting rule to foreign reporting companies only. Until this time, the CTA legislation remains in effect and has not been modified and the underlying obligations still remain in effect.

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On March 21, 2025, the government released an interim file (“Rule”) that has been sent for publication. The “Rule” will go into effect when it is published in the Federal Register and will exempt all U.S. entities from the CTA reporting requirements. It will also exempt U.S. persons from having to provide beneficial ownership information as part of BOIR submitted by any foreign entity required to submit. The “Rule” states that only foreign reporting companies, i.e. foreign entities that do not qualify for exemption, will be required to submit BOIRs and these will not include information with respect to any U.S. persons. The “Rule” sets the deadline for these reports as 30 days after the date of the rule’s publication. While the interim “Rule” will go into effect immediately, the government has also initiated a 60-day comment period, which may reflect additional changes to the “Rule.” 

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On March 26, 2025, the CTA Interim Final Rule was published in the Federal Register. BOI reports for foreign reporting companies are due no later than April 25, 2025 or 30 days after their qualification in a US jurisdiction. Corrections or updates to reports required to be filed within 30 days of learning of the error or changing information. Amended and corrected BOI reports for foreign reporting companies remain as previously understood.