Remaining Injunction Pausing Corporate Transparency Act is Lifted; FinCEN Extends General Filing Deadline to March 21; Statute’s Future Remains Uncertain

As previously reported (see CTA client alert), on January 23, 2025, in Texas Top Cop Shop v. Bondi, the U.S. Supreme Court stayed an injunction barring enforcement of the Corporate Transparency Act (CTA), but a different Texas trial court’s injunction remained in place.  

On February 18, that second court, in Smith v. United States Department of the Treasury, lifted its injunction against CTA enforcement, relying on the Supreme Court ruling.  Oral argument in Texas Top Cop Shop remains scheduled before the Fifth Circuit on April 1, 2025.

Following this development, the U.S. Financial Crimes Enforcement Network (FinCEN) announced today that it is extending the filing deadline to March 21, 2025 for most companies.  (If a company’s filing deadline would have been after March 21, that company has until the later date to make its filing.)  FinCEN 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,” and it will start a process “this year to revise the . . . reporting rule to reduce [the] burden for lower-risk entities, including many U.S. small businesses.”  In light of these statements, we anticipate that FinCEN may well introduce phased initial reporting deadlines that begin even after March 21.

Meanwhile, in a third CTA case, National Small Business United v. Yellen, an injunction remains in effect solely with respect to the parties in that case.  In particular, according to FinCEN, members of the National Small Business Association (as of March 1, 2024) are not currently required to report beneficial ownership information. 

Finally, legislative developments are ongoing.  The U.S. House of Representatives has overwhelmingly passed a bill that would extend CTA filing deadlines to January 1, 2026, and the U.S. Senate Banking Committee Chairman has introduced a companion bill in the Senate that would also extend the filing deadline to January 1, 2026. 

If you have any questions concerning this memorandum, please feel free to contact your regular contacts at the firm.