February 26, 2025

On February 18, 2025, the U.S. District Court for the Eastern District of Texas (Smith, et al. v. U.S. Department of the Treasury, et al.) lifted the nationwide injunction that had halted FinCEN’s enforcement of the CTA’s beneficial ownership reporting requirements. That same day, FinCEN announced that these reporting requirements are back in effect, setting a new filing deadline of March 21, 2025, for most companies. While FinCEN also stated that it plans to revise the BOI reporting rule to ease compliance burdens for lower-risk entities (including many small businesses), reporting companies should not assume that FinCEN will extend the filing deadline beyond this date. 

As a result, we recommend that reporting companies formed before February 20, 2025, and that have not yet filed a Beneficial Ownership Information Report (BOIR), do so by March 21, 2025. New reporting companies formed after February 19, 2025, will have thirty (30) days from the date of fromation to file a BOIR. 

Multiple lawsuits challenging the CTA are still pending, and Congress is considering legislation that could extend the BOIR filing deadline for companies formed on or before December 31, 2023, to January 1, 2026. Gilpin Givhan continues to monitor developments with CTA enforcement and will provide updates as they arise.