Here We Go Again: CTA Injunction Lifted, New Filing Deadline Set for March 21

The sole remaining nationwide impediment to Corporate Transparency Act (CTA) enforcement was lifted earlier this week in response to a January ruling by the U.S. Supreme Court and a February petition in a separate (but related) case by the Department of Justice under new Trump Administration leadership.  Consistent with the Government’s application to lift the injunction in Smith, et al. v. U.S. Department of the Treasury, et al. (discussed in our prior alert), FinCEN has extended the CTA beneficial ownership information (BOI) filing deadline for most companies by 30 days to March 21, 2025.

Some reporting companies will have even longer to submit their BOI filings because of previously-announced extensions resulting from other litigation or disaster relief exemptions issued for certain regions impacted by the 2024 hurricane season.  Additionally, FinCEN announced it would provide another update before March 21 of “any further modification of this [new] deadline,” as the Treasury department plans to use the extended 30-day filing period to “assess its option to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.”  FinCEN would likely undertake a new rulemaking process to propose any additional exemptions or further extended deadlines for “lower-risk entities, including many U.S. small businesses.”

In light of these developments, Miller Johnson’s CTA Task Force strongly encourages non-exempt reporting companies – including small businesses – to recommence information gathering, analyses and communications that would be needed to meet the new March 21 filing deadline.

While it is possible that some entities will ultimately be exempted from the CTA or receive the benefit of yet another filing deadline extension, we presently have no indication from the Treasury Department or FinCEN what specific characteristics would qualify an entity as “low risk” under a revamped CTA framework.  Even companies that already submitted initial BOI filings should consider revisiting their previous analyses, since any subsequent changes to their BOI reports would need to be reported to FinCEN promptly.  Prospects for Congressional initiatives to repeal, delay or revamp the CTA are also unclear at this time.

While few organizations will be excited by the notion of recommitting time and resources to CTA analyses and information gathering, our CTA Task Force has found that the process can be handled with relatively little disruption to clients’ day-to-day activities.  In some cases, the CTA review process can be combined with a more general analysis and refresh of corporate records and organizational documents with benefits outside the compliance function.

We encourage you to follow our CTA updates and reach out to your Miller Johnson contact or a member of our CTA Task Force if you have any questions or would like to discuss an engagement to support CTA reporting obligations, either discretely or as part of a more general corporate records refresh and review. Thank you.