The Corporate Transparency Act (CTA) is bringing new business requirements in 2025 for many companies. The CTA’s beneficial ownership reporting mandate, designed to combat illicit finance, is now back in effect after some legal twists. Business owners need to understand the updated CTA requirements – including a newly adjusted filing deadline – and determine if and when they must file reports with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN). This post breaks down the key points in plain language: the reinstated March 21, 2025 deadline, which businesses need to file, possible extensions for lower-risk entities, a proposed congressional deadline extension, the impact of recent court cases like Smith v. U.S. Dept. of the Treasury, and where to find official guidance.
New CTA Filing Deadline: March 21, 2025
After a brief legal pause late last year, the CTA’s beneficial ownership reporting requirements are back in effect with a new deadline of March 21, 2025, for most existing companies. This deadline was adjusted following a February 17, 202,5, court order that lifted a previous injunction, allowing FinCEN to enforce the CTA’s reporting rules once again. In response, FinCEN provided an extra 30 days (from February 19, 2025) for companies to file, effectively pushing the general filing date to March 21, 2025.
For the vast majority of reporting companies (those formed before 2024), March 21, 2025 is the date by which they must submit their initial beneficial ownership information report. Companies that had a later deadline due to special circumstances can adhere to that later date. Meanwhile, newly formed businesses still follow the original rule: any entity created on or after January 1, 2024 has 30 days from the date of formation to file its initial report. If a company has already filed its report, no further action is needed unless information changes.
Who Needs to File Under the CTA?
Not every business is covered, but most small and medium-sized companies will need to file under the CTA. The law applies to any “reporting company,” generally defined as a corporation, LLC, or similar entity created by a filing with a state (or a foreign company registered to do business in the U.S.). If you formed an LLC or corporation by registering with a state agency, your business is likely a reporting company unless an exemption applies.
Exemptions:
Many exempt entities are those with existing reporting obligations or large operational footprints. Exemptions include:
– Publicly traded companies
– Banks, credit unions, and insurance companies
– Large operating companies** (with more than 20 full-time U.S. employees, over $5 million in gross revenue, and a physical presence in the U.S.)
– Nonprofits and government entities
If your business does not fall into any exemption, it is subject to the CTA and must file a beneficial ownership report, providing identifying information about its beneficial owners (name, birth date, address, and government-issued ID).
FinCEN Updates: Possible Relief for “Lower-Risk” Small Businesses
The Treasury Department and FinCEN are considering modifications to the CTA reporting rules to reduce burdens on lower-risk entities. FinCEN may provide deadline extensions or flexibility for businesses unlikely to engage in illicit finance. However, no official changes have been announced yet.
Proposed Extension to January 1, 2026 (Pending in Congress)
The U.S. House of Representatives has passed a bill proposing to extend the CTA filing deadline to January 1, 2026, for businesses formed before 2024. However, this bill must still pass the Senate before becoming law. Until then, the March 21, 2025, deadline remains in place.
Legal Challenges: Smith v. Treasury and Other Court Decisions
Several lawsuits challenged the CTA’s reporting requirements, with courts temporarily blocking enforcement. However, on February 17, 2025, a court lifted the injunction, and FinCEN reinstated the March 21 deadline. Future legal developments may impact the law, but for now, businesses should comply as required.
Next Steps and Resources for Businesses
What Should Business Owners Do Now?
1. Determine if your company needs to file (most small businesses will).
2. Gather ownership information (names, addresses, ID numbers, etc.).
3. File your report through FinCEN’s online BOI E-Filing system.
4. Stay updated** in case of deadline extensions or regulatory changes.
Helpful Links:
– FinCEN Beneficial Ownership Information Home
– FinCEN BOI E-Filing System
– FinCEN Small Business Compliance Guide
– Congress Bill Status for CTA Deadline Extension
– FinCEN Contact Information
By staying informed and proactive, businesses can ensure compliance with the CTA and avoid penalties for non-compliance.