Federal Court Reinstates Corporate Transparency Act Reporting Mandate

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 the 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 (R-SC), 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 CTA 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.)

EMA partnered with Wolters Kluwer last year to prepare marketers to file through BizFilings’ BOI reporting tool which reduces filing times and errors through a streamlined, secure and automated workflow. BizFilings offers EMA member companies a 12 percent discount on BOI report filings. The discount can be accessed via a dedicated EMA-member landing page below.