Corporate Transparency Act Update

The Corporate Transparency Act (CTA) is once again in effect following recent legal developments. On February 15, 2025, the Financial Crimes Enforcement Network (FinCEN) filed a notice of appeal in Smith v. United States Department of the Treasury, prompting the U.S. District Court for the Eastern District of Texas to lift the nationwide stay that had previously halted enforcement. As a result, FinCEN has announced that March 21, 2025, is now the official deadline for reporting companies to comply by filing a Beneficial Ownership Information (BOI) report.

What This Means for Your Business

  • March 21, 2025, Deadline: Any business entity that qualifies as a “reporting company” under the CTA—unless it falls within one of the limited statutory exemptions—must file a BOI report by March 21, 2025, or risk being in violation of federal law as of March 22, 2025.
  • Legislative Uncertainty: On February 10, 2025, the U.S. House of Representatives passed a bill seeking to extend the compliance deadline to January 1, 2026. However, this bill has not yet been passed by the Senate or signed into law. Without further action from Congress and President Donald Trump, the March 21 deadline remains in effect.
  • No Indication of FinCEN Voluntary Extension: While FinCEN retains discretion to extend deadlines, there is no indication that it intends to do so absent Congressional action.

Potential Penalties for Non-Compliance

Failure to comply with the CTA’s reporting requirements could result in significant penalties, including:

  • Civil penalties of up to $500 per day for ongoing noncompliance.
  • Criminal penalties, including fines of up to $10,000 and potential imprisonment for willful violations.

Next Steps

If your company has not yet filed its BOI report, we strongly recommend taking immediate action to ensure compliance. Our firm is available to assist in determining whether your entity qualifies as a reporting company, identifying beneficial owners, and preparing your submission in accordance with FinCEN requirements. For assistance, please contact our office at your earliest convenience.