The Corporate Transparency Act (CTA) has been at the center of ongoing legal and regulatory changes, creating uncertainty for businesses navigating compliance requirements. Recent court rulings and legislative actions have impacted filing deadlines, leaving many companies wondering what’s next. To help you stay informed, we’ve compiled a timeline of key events shaping the CTA’s implementation, including the latest updates on reporting deadlines and legal challenges.
- Jan. 1, 2021: The National Defense Authorization Act became law, including provisions on the CTA, introducing Beneficial Ownership Information (BOI) filing requirements for most companies formed or registered in any U.S. state or territory.
- Jan. 1, 2024: The CTA effective date. Reporting companies created or registered before Jan. 1, 2024, have until Jan. 1, 2025, to file their initial BOI report and all newly created or registered reporting companies have 90 days to file their initial report. FinCEN’s BOI e-filing website is launched.
- March 1, 2024: The U.S. District Court in the Northern District of Alabama in the National Small Business United case concluded that the CTA exceeds the Constitution’s limits on Congress’s power and enjoined enforcement of the CTA against the party plaintiffs only.
- Dec, 3, 2024: In the Texas Top Cop Shop matter, the U.S. District Court for the Eastern District of Texas issued a preliminary nationwide injunction of the CTA, blocking the U.S. Department of Treasury from enforcing the CTA’s BOI reporting requirements against all reporting companies.
- Dec. 23, 2024: The motions panel of the 5th Circuit Court of Appeals granted the government’s emergency motion for a stay of the nationwide injunction pending appeal, reinstating the reporting deadline in the Texas Top Cop Shop matter. Shortly afterward, FinCEN extended the reporting deadline to Jan. 13, 2025.
- Dec. 26, 2024: The merits panel of the 5th Circuit Court of Appeals vacated its Dec. 23 order in the Texas Top Cop Shop matter, reinstating the nationwide injunction.
- Jan. 7, 2025: A different Judge with the U.S. District Court for the Eastern District of Texas issued a preliminary nationwide injunction of the CTA in the Smith matter.
- Jan. 23, 2025: The U.S. Supreme Court granted the government’s application for a stay of the nationwide injunction in the Texas Top Cop Shop matter pending a disposition of the appeal in the 5th Circuit Court of Appeals. The separate nationwide injunction in the Smith matter was not affected.
- Feb. 10, 2025: The House of Representatives unanimously passed House Bill 736, the “Protect Small Businesses from Excessive Paperwork Act of 2025.” The bill would extend the reporting deadline to Jan. 1, 2026, for any reporting company formed or registered before Jan. 1, 2024. Identical legislation was introduced in the Senate on Feb. 12, 2025, but it has not yet been brought to the floor for a vote.
- Feb. 17, 2025: The remaining nationwide CTA injunction before the U.S. District Court for the Eastern District of Texas was stayed pending appeal, thereby reinstating the CTA and its reporting deadlines in the Smith matter. The court order was issued in light of the Supreme Court’s recent decision to stay the nationwide CTA injunction in the Texas Cop Shop matter.
- Feb. 19, 2025: FinCEN extended the filing deadline for all reporting companies to March 21, 2025, unless a later deadline applies. Newly created or registered reporting companies have 30 days to file an initial report.
Reporting guidance provided by FinCEN indicates:
- FinCEN extended the BOI filing deadline to March 21, 2025, for all reporting companies, unless a later deadline applies.
- Newly created or registered companies now have 30 days to file an initial report.
- Reporting companies previously provided with extended deadlines due to disaster relief should follow the later deadlines.
- Plaintiffs in the National Small Business United matter are not currently required to report their beneficial ownership information to FinCEN at this time.
We’ll continue to monitor developments closely and keep you informed should new guidance become available. CSC remains ready to assist and adapt to any changes affecting the CTA and our clients.
Be sure to monitor the CSC blog for additional updates.
