Beneficial Ownership Information Reporting Reinstated

February 21, 2025

On February 18, 2025, FinCEN announced its decision to reinstate the reporting requirements under the CTA. Generally, reporting companies have until March 21, 2025, to file their initial beneficial ownership information (BOI) report.

This response comes after months of complex and rapidly changing rulings of various Federal courts.

• March 1, 2024. A federal district judge in the Northern District of Alabama entered a final declaratory judgement concluding the CTA exceeds Congress’s power, enjoining FinCEN from enforcing the CTA’s reporting requirements.
• December 3, 2024. The U.S. District Court for the Eastern District of Texas issued a nationwide injunction halting enforcement of the CTA. Texas Top Cop Shop, Inc., et al v. McHenry, et al, No. 4:24-cv-00478 (E.D. Tex. 2025).
• December 23, 2024. The U.S. Court of Appeals for the Fifth Circuit reversed the injunction. Reporting companies were again required to file BOI reports by January 13, 2025.
• December 26, 2024. A panel from the U.S. Court of Appeals for the Fifth Circuit reinstated the nationwide preliminary injunction, once again halting enforcement of the CTA. Reporting companies were no longer required to file BOI reports.
• January 7, 2025. A separate case in the U.S. District Court for the Eastern District of Texas prompted a separate nationwide injunction of the CTA. Smith et al v. United States Department of the Treasury et al, No. 6:24-cv-00336 (E.D. Tex.).
• January 23, 2025. The U.S. Supreme Court issued a stay of the Texas Top Cop Shop nationwide injunction, mandating companies to submit their BOI reports. However, the January 7 injunction effectively blocked the CTA’s enforcement.
• February 18, 2025. The U.S. District Court for the Eastern District of Texas lifted its nationwide injunction, reinstating the reporting requirements.

FinCEN’s February 18, 2025, Notice suggests there could be further modification of the reporting requirements. However, given the uncertainty, we recommend reporting companies prepare to file prior to March 21, 2025, and keep an eye on further developments.

For more information about the Corporate Transparency Act, please click here. If you would like for Capell & Howard to assist you, please contact Courtney Williams, Russ Russell, or Addison Franklin, and we will provide you with a CTA BOIR Worksheet to complete. Please do not send us personal identifiable information via email. We will send you a secure link to upload the CTA BOIR Worksheet and supporting documentation.