Phoenix (January 23, 2024) –
On January 23, 2025, the United States Supreme Court entered an Order in the Texas Top Cop Shop v. Garland case, the effect of which was to allow FinCEN to enforce the Corporate Transparency Act (CTA) within certain parameters. In doing so, the Court reversed its December 23, 2024, decision that had lifted the injunction imposed by the United States District Court in the case of Texas Top Cop Shop v. Garland. On January 24, 2025, FinCEN issued guidance that despite Supreme Court’s Order, compliance with the CTA would remain voluntary pending further guidance because of a preliminary injunction issued by the United States District Court for the Eastern District of Texas on January 7, 2025, in the case of Smith, et al. v. U.S. Department of the Treasury, 6:24-cv-00336, enjoining enforcement of the CTA. On February 17, 2025, the court in Smith v. U.S. Department of the Treasury agreed to stay its preliminary injunction order, and as a result enforcement of the CTA is no longer enjoined.
Consequently, on February 18, 2025, FinCEN issued updated guidance, which gives most reporting companies thirty days from February 19, 2025, or until March 21, 2025 to file their Beneficial Ownership Information Report (“BOIR”).
FinCEN noted that “in keeping with Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.”
While FinCEN advises that it may provide an update before March 21, 2025, in which it may further modify this deadline, most reporting companies are required at present to file their BOIR by March 21, 2025.
