SBLC Alert: Corporate Transparency Act - Deadlines Reinstated

The nationwide injunction prohibiting enforcement of the Corporate Transparency Act (CTA) has been stayed; meaning, FinCEN will resume enforcement of the required beneficial ownership  information (BOI) filings.  Simply put, the CTA filing requirements are reinstated.  FinCEN has issued a notice that reset the filing deadline for most companies to March 21, 2025.  See notice here:  FinCEN Notice, FIN-2025-CTA1, 2/18/2025.

The law is springing back into force as Congress still works through potential legislation to delay the reporting deadlines by a year.  The House last week unanimously passed legislation, H.R. 736, that would delay the CTA reporting requirements until January 1, 2026. In the Senate, a group of Republicans led by Senator Tim Scott, have introduced a companion bill (S. 505).

The Trump administration has continued to defend the CTA in court.  The press is reporting that FinCEN said today that the administration could revise the rules to reduce the compliance burden for “lower-risk entities, including many U.S. small businesses.”  But there is no more clarity than comments.  We will update you if there is any official action on those comments.

As a reminder, the Corporate Transparency Act requires most small businesses in the United States to make a filing with FinCEN (see here: https://boiefiling.fincen.gov/).  Each required entity must file a report containing the following information about the company:

• Entity’s full legal name
• Trade names
• A complete current address
• The jurisdiction it was formed in or jurisdiction in which a foreign company first registers
• Internal Revenue Service Taxpayer Identification Number and Employer Identification Number
• Information about each beneficial owner of the company, including this about each person:
  • Full legal name
  • Date of birth
  • Current business or residential address
  • A unique identifying number from an acceptable identification document (i.e., passport, driver’s license, etc.)

As a solution for SBLC members, the Board agreed last year to collaborate with BizFilings to offer any of your members a discounted Beneficial Ownership Information filing portal.  The link can be found here:  https://www.wolterskluwer.com/en/know/boi-sblc

We know some of the members of SBLC have also engaged in their own agreements with BizFilings, but please feel free to use or share the link as is helpful to your own members.

If anything changes again, then we will let you know.  But, for now, the deadline for small business filings under the CTA is March 21, 2025.