News

CTA reporting requirements reinstated with March 21, 2025 deadline for most non-exempt reporting companies

20 February 2025

As described in our previous client alert, on January 23, 2025, the Supreme Court of the United States stayed the nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland) on December 3, 2024, that prevented enforcement of the Corporate Transparency Act (“CTA”). While this technically reinstated the CTA and the beneficial ownership reporting rule (“Reporting Rule”), a separate district court ruling on January 7, 2025 (Smith v. U.S. Department of Treasury) that had stayed the Reporting Rule filing deadline remained in place at that time. Now, after the February 18, 2025 decision by the U.S. District Court for the Eastern District of Texas in Smith v. U.S. Department of Treasury, non-exempt reporting companies are once again required to file beneficial ownership information with the Financial Crimes Enforcement Network (“FinCEN”). The current deadline for initial filings, which was originally January 1, 2025, is now March 21, 2025.

After the February 18, 2025 decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., non-exempt reporting companies are once again required to report beneficial ownership information to FinCEN. The deadline for most non-exempt reporting companies to file an initial, updated or corrected BOI report is March 21, 2025 unless FinCEN provides an update before that date with further modification of the deadline.

Any non-exempt reporting company that was previously given a later reporting deadline – for instance, if it qualifies for disaster relief extensions – must file its initial BOI report by the later deadline.

Ongoing reporting requirements, such as requirements to make initial filings for newly-formed non-exempt reporting companies or to update previous filings, are also back in effect. Such filings are due within 30 days of the formation of the new non-exempt reporting company or within 30 days of the change to a previously-filed report that necessitates the update, as applicable.

Authored by Sara Lenet, Gregory Lisa, Karen Scanna, Bradley Kulman, and Nicki Ghazarian-Foye.

Next steps

Non-exempt reporting companies should prepare to file initial BOI reports with FinCEN on or before March 21, 2025 (or other applicable deadline) and should continue to watch for other potential updates.

Hogan Lovells will continue to closely monitor these issues and any associated impact on the Reporting Rule deadlines. In the meantime, please reach out to any of the listed contacts for assistance in assessing the potential impact of the recent court rulings on your business or if you have any further questions.