The saga of the on-again, off-again Corporate Transparency Act (CTA) continues in 2025. As a refresher, the CTA mandates that certain business entities disclose their beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) of the Treasury Department. Due to court challenges in the Fourth and Fifth Circuits, the new administration’s changing priorities, and Congress’s ambivalence toward the CTA, practitioners and clients have experienced whiplash over CTA requirements, deadlines, and intended enforcement. This post is a summary of key CTA developments in 2025. (For a timeline of updates in 2024, see this blog post.)

• As of the end of December 2024, a nationwide injunction against the CTA reporting requirements issued by Texas-based U.S. District Judge Amos Mazzant was in effect. Judge Mazzant had concluded that the CTA exceeded Congressional authority under the Constitution. [1]
• On January 7, 2025, another Texas District Court judge, Judge Jeremy Kernoodle, issued a separate injunction finding that the CTA unconstitutionally intrudes into matters governed by state law and expanded the federal government’s reach “beyond constitutional limits.”[2]
• On January 23, 2025, the U.S. Supreme court declined to keep the Mazzant injunction in place and returned the case to the Fifth Circuit.[3]
• On February 10, 2025, the U.S. House of Representatives unanimously passed the "Protect Small Business from Excessive Paperwork Act of 2025" (H.R. 736), proposing to extend the CTA reporting deadline to January 1, 2026, for companies formed before January 1, 2024. This bill is currently under Senate review and was referred to the Committee on Banking, Housing, and Urban Affairs on February 11, 2025.
• On February 17, 2025, Judge Kernoodle issued a stay of his January 7, 2025 injunction.[4]
• Following the Supreme Court’s decision overturning the Mazzant injunction, and Judge Kernoodle’s stay, on February 18, 2025, FinCEN issued a notice setting a new deadline of March 21, 2025, for most reporting companies to submit their BOI.
• On February 27, 2025, FinCEN announced that it would not issue penalties or fines related to the CTA's reporting requirements against U.S. citizens or domestic reporting companies, effectively suspending enforcement for these entities. The announcement also stated that “no enforcement actions will be taken, until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.”
• On March 2, 2025, the Treasury announced suspension of enforcement against U.S. citizens or domestic reporting companies or their beneficial owners and indicated the Treasury’s intention to narrow the scope of reporting requirements to “foreign reporting companies only.”

Despite the FinCEN and Treasury announcements, the CTA's reporting requirements technically remain in effect and attorneys should advise clients accordingly. As a general rule:

• Entities formed before January 1, 2024: Originally required to file by January 1, 2025, these entities now have until March 21, 2025, to submit their BOI report;
• Entities formed on or after January 1, 2025: Must file their initial BOI report within 30 days of receiving actual or public notice that their creation or registration is effective.  

For businesses that choose to report or that fall outside of the enforcement suspension categories, reporting is handled through the FinCEN’s BOI web page.

The website offers three methods for filing a Beneficial Ownership Information Report (BOIR):

1. Download a fillable PDF version of the BOIR, enter the information, and then file the completed PDF;
2. File an online BOIR; or
3. Select automated filing via secure Application Programming Interface.

The Corporate Transparency Act represents a significant shift toward increased corporate transparency in the United States. Its implementation, however, remains uncertain due to legal challenges, enforcement suspensions, and potential legislative changes and federal rulemaking. Practitioners are advised to stay informed about ongoing developments so they can help their clients navigate their obligations under the CTA.

The PLF would like to thank Stephanie McCleery, JD, and Valerie Sasaki, of Samuels Yoelin Kantor LLP, for their assistance with this blog post.