As you may know, we have posted numerous updates on the pending litigation surrounding the Federal Corporate Transparency Act (“CTA”) and enforcement of the CTA by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”).
On February 18, 2025, the U.S. District Court for the Eastern District of Texas issued an order lifting the nationwide preliminary injunction of the CTA in Samantha Smith et al. v. United States Department of the Treasury et al. (EDTX 6:24-cv-336). As a result, as of February 19, 2025, the CTA reporting requirements and deadlines are reinstated, on a nationwide basis.
On February 19, 2025, FinCEN issued an alert on its website updating the beneficial ownership information (BOI) reporting requirements, as outlined below:
| Initial Report | ||
| Reporting Companies existing on or before December 21, 2024
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Must file by March 21, 2025 | |
| Reporting Companies created or registered in the United States on or after December 22, 2024 and before January 1, 2025
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Must file within 90 calendar days after the earlier of when: (a) the Reporting Company had actual notice its creation or registration in the US was effective, or (b) the public had notice through a publicly accessible registry that such Reporting Company had been created or registered to do business in the US. |
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| Reporting Companies created or registered in the United States on or after January 1, 2025 and before February 20, 2025
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Must file by March 21, 2025 | |
| Reporting Companies created or registered in the United States on or after February 20, 2025
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Must file within 30 calendar days after the earlier of when: (a) the Reporting Company had actual notice its creation or registration in the US was effective, or (b) the public had notice through a publicly accessible registry that such Reporting Company had been created or registered to do business in the US. |
Additionally, a reporting company must file a report of any updates, changes or corrections to its BOI report by the later of (a) March 21, 2025 or (b) 30 calendar days after the date that (x) a change in beneficial ownership occurs or (y) the reporting company becomes aware or has reason to know of an inaccuracy in its report.
FinCEN also announced its intention to revise the BOI reporting rule to reduce the burden for lower-risk entities, such as many U.S. small businesses.
We will provide further updates on these federal cases and any updates from FinCEN when available.
Furthermore, these federal litigation cases do not affect any similar state corporate transparency laws. New York’s LLC Transparency Act (the “NY Act”) requires the disclosure of beneficial ownership information to the New York Department of State by limited liability companies formed under the laws of the state of New York and foreign limited liability companies authorized to do business in the state of New York. The NY Act is largely based on the CTA and currently is set to go into effect on January 1, 2026.
