The Corporate Transparency Act (“CTA”) is back.  Much like a classic movie monster, you can’t turn your back on it just because you are pretty sure it’s dead.

On February 17, 2025, a federal judge in Texas lifted a preliminary injunction that was staying enforcement of the CTA nationwide.  In light of the ruling, the Financial Crimes Enforcement Network (“FinCEN”) has announced that reporting of beneficial ownership information (“BOI”) is once again required.

In lifting the preliminary injunction, the judge in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.) ruled that given the Supreme Court’s order in McHenry v. Texas Top Cop Shop. Inc., the CTA’s reporting obligations should be restored.  The U.S. District Court of the Eastern District of Texas explained that in staying the district court’s nationwide injunction in Texas Top Cop Shop, the Supreme Court determined that the government should be permitted to implement the CTA pending the disposition of litigation challenging the law.

For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025.  FinCEN has indicated that it will provide an update before then if there are to be further modifications of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.

FinCEN has also announced that it will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.  FinCEN 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.

In light of this most recent decision, we recommend that companies that have not yet filed their BOI begin preparations to do so by FinCEN’s extended deadline.  Companies should track additional updates and guidance from FinCEN as a result of the ongoing litigation.

FinCEN has updated its alerts accordingly, which can be accessed HERE.

For more information, please contact Fluet’s Corporate + Transactional team.