The Corporate Transparency Act (“CTA”), which was effective January 1, 2024, impacts almost all closely held corporations, limited liability companies (LLCs) including single-member LLC, limited partnerships, and other closely held entities, as well as the legal and beneficial owners of such entities such as trusts and estates.  This is the case even if such entities only hold real estate and conduct no active business. This article contains important CTA updates as of 03/04/2025.

• On December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas provided the entire country with nationwide temporary injunctive relief from having to comply with the January 1, 2025 deadline to file certain Beneficial Ownership Information (BOI) Reports required by the Corporate Transparency Act (CTA).
• On December 6, 2024, FinCEN, the branch of the U.S. Treasury Department and the agency responsible for enforcement of the CTA posted its response to this preliminary injunction stating it would not enforce the CTA while the injunction was in effect.
• The government appealed the District Court’s nationwide injunction that paused the requirement to file BOI Reports.
• On December 23, 2024, the motions panel of the 5th Circuit Court of Appeals granted the government relief and lifted the injunction, making the filing requirement mandatory.
• On December 23, 2024, FinCEN released a statement extending the compliance deadline for the pre-2024 business entities  to January 13, 2025.
• On December 24, 2024, the plaintiffs in the case filed for a rehearing en banc (full court), with a response requested by January 6, 2025.
• On December 26, 2024, the merits panel of the 5th Circuit Court of Appeals VACATED the December 23, 2024 decision by the motions panel, effectively reinstating the nationwide injunction on FinCEN’s ability to enforce the BOI report filing deadline.
• On December 27, 2024, FinCEN posted its response to the December 26 decision stating that reporting companies are not required to file BOI reports while the order remains in effect.
• On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al 6:24-cv-00336
  (E.D. Tex.) lifted the injunction, meaning compliance with the Corporate Transparency Act is required again for most businesses. FinCEN released a statement extending the deadline for compliance for most businesses to March 21, 2025.  FinCEN noted in its announcement that additional updates may be coming over the next 30 days. Click here to read the announcement.
• On February 27, 2025, FinCEN indicated it would issue a final interim rule by March 21, 2025 that would include relevant new due dates. It would also solicit public comment on potential revisions to the BOI reporting requirements.
• On March 2, 2025, the U.S, Department of Treasury, which oversees FinCEN, issued a statement, which in summary states and that it will not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. It also stated their intention to effectively limit the reporting requirement to foreign reporting companies.

Click here for a link to the U.S. Department of Treasury Statement.

Click here for a link to the FinCEN website.

The CTA requires small business owners and related parties to file a BOI report with the Department of the Treasury’s Financial Crimes divisions, using a link on the FinCEN website available here. The BOI report includes company information as well as the entity owner’s names, addresses, and other personal identification.

You should continue to monitor updates regarding the enforcement of the CTA. We will continue to monitor developments and update this article as they become available. Reach out to your attorney to discuss your CTA compliance situation.