February 21, 2025: Filing of CTA reports is again mandatory, in most cases by March 21, 2025. Things could change again before that date but it seems more likely that, to be in compliance, most U.S. businesses (unless a filing exemption applies) will have to file their CTA reports by then. Raines is happy to help you evaluate your March 21 reporting obligations but won’t prepare and file the reports on behalf of clients. The vast majority of our clients who filed before the injunctions reported that the process of preparing and filing CTA reports via FinCEN’s official, free online CTA filing portal is faster and easier than they expected.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas entered an order lifting the only remaining nationwide injunction of the Corporate Transparency Act (“CTA”), which had been in place since January 7, 2025, in the case Smith v. U.S. Department of Treasury. The next day, FinCEN announced an extension of the filing deadline to March 21, 2025, for most businesses. FinCEN also announced that it “intends” to reduce the burden of reporting for many U.S. small businesses.
These are the most recent developments in a bewildering series of events beginning in December 2024, that saw nationwide injunctions ordered then lifted in multiple courts at multiple levels across the U.S., leading to a confusing compliance landscape. The Smith Court’s latest order followed the U.S. Supreme Court’s January 24, 2025 order lifting a separate injunction of the CTA in the case Texas Top Cop Shop v. Garland.
To be clear, filing of CTA reports is again mandatory. FinCEN has announced an extension of the filing deadline to March 21, 2025, for most businesses.
In other CTA news:
- On February 10, the U.S. House of Representatives unanimously approved a bill to extend until January 1, 2026, the deadline for companies formed before 2024 to file their initial CTA reports. A Senate bill that does the same is with the Senate Banking Committee for consideration. It is uncertain whether or when the full Senate may approve it, or whether it will become law.
- FinCEN announced that it intends to initiate a process in 2025 to revise the CTA reporting rules to reduce burden for lower-risk entities, including many U.S. small businesses. The timing of the rules revisions is unknown and it is uncertain what parts of the process would change, if any.
- Oral argument before the Fifth Circuit Court of Appeals has been rescheduled to April 1, 2025, in the Texas Top Cop Shop
Further information about the CTA is available on FinCEN’s website. Also, check out our prior Client Alerts about the CTA:
- Client Alert UPDATE: Corporate Transparency Act Injunction Remains In Place Despite Supreme Court Order (Jan. 27, 2025)
- Client Alert UPDATE: Briefing Schedule Set In Appeal of Corporate Transparency Act; Filing Remains Voluntary (Dec. 30, 2024)
- Client Alert UPDATE: Fifth Circuit Court of Appeals Reinstates Injunction of CTA Reporting Requirements; Filing Again Voluntary (Dec. 27, 2024)
- Client Alert: Corporate Transparency Act Deadlines Reinstated; Short Extension Granted (Dec. 24, 2024)
- Client Alert: U.S. District Court Orders Nationwide Injunction of Corporate Transparency Act; Compliance Now Voluntary (Dec. 12, 2024)
- Client Alert: Millions of U.S. Businesses Face New 2024 Year-End Reporting Deadlines Under the Corporate Transparency Act (Oct. 10, 2024)
For CTA questions, please reach out to your Raines attorney or e-mail a member of our CTA team at RainesCTA@raineslaw.com.
The Raines CTA Team:
Derek Dundas
Email: ddundas@raineslaw.com
Direct: 310-620-9338
David Madden
Email: dmadden@raineslaw.com
Direct: 312-704-2177
Jonathan Richter
Email: jrichter@raineslaw.com
Direct: 310-730-4375
Clare McKeown
Email: cmckeown@raineslaw.com
Direct: 312-625-9048
Johnathan Jianu
Email: jjianu@raineslaw.com
Direct: 424-343-8632