CTA Back in Effect – Reports Now Due March 21
Authors
Michael P. Croghan , Joseph R. Struble
On Feb. 18, the U.S. District Court in Smith, et al v. U.S. Dept. of Treasury stayed the last remaining nationwide injunction on enforcement of the Corporate Transparency Act. After this court action, FinCEN announced that the Corporate Transparency Act (CTA) enforcement is back in effect. The new filing deadline for beneficial ownership reports (BOIR) for most companies is now March 21.
In its statement, FinCEN held open the possibility of providing additional time for BOIR reporting past March 21. As it stands now, however, existing companies have a deadline of March 21 to file their required BOIR reports. Going forward, new companies will have 30 days after the date of formation to file their initial BOIR. This is a shorter timeframe than the 90 days that was provided for companies formed in 2024. For companies that have an extended reporting deadline that is later than March 21 because of a natural disaster in their area, the later deadline will control.
This is likely not the last word on the CTA and filing deadlines. There are pending appeals court cases related to the constitutionality of the CTA before the Eleventh Circuit and Fifth Circuit. Congress is also considering a bill to extend the reporting deadline until 2026. Furthermore, in its statement, FinCEN held open the possibility of revisiting its rulemaking to make BOIR reporting less burdensome on “lower-risk entities, including many U.S. small businesses.”
Clark Hill’s CTA Task Force will continue to monitor for updates to the CTA and is available to counsel clients on reporting and compliance requirements.
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