Corporate Transparency Act Back In Effect: Potential Legislative Extension Coming for Some

Following the February 18, 2025 decision in Smith, et al. v. U.S. Department of the Treasury, et al. all nationwide injunctions have been lifted and the reporting requirements and filing deadlines for the Corporate Transparency Act are back in full effect. SUBMISSION IS NO LONGER ON A VOLUNTARY BASIS.

FinCEN has extended the deadline for most companies by 30 calendar days to March 21, 2025. However, before this date, FinCEN will issue an update on any further modifications to the deadline, recognizing that companies may need additional time to comply. Any company previously granted a later extension will have until that later date to file their BOI report. For companies with principal places of business in certain Florida counties, that had original reporting deadlines between October 4, 2024, and January 2, 2025, the reporting requirements were extended by six months as part of hurricane relief efforts. Please note, however, that this extension does not apply to any newly formed or registered entities.

While the Corporate Transparency Act is currently back in effect, legislative relief may be coming. On February 10, 2025 the U.S. House of Representatives unanimously passed the Protect Small Businesses from Excessive Paperwork Act (H.R. 736). This bill extends the initial filing deadline for companies formed or registered before January 1, 2024 to January 1, 2026. The companion U.S. Senate bill was introduced February 11, 2025. Please note that neither bill extends the filing deadline for entities created or registered on or after January 1, 2024.

Companies should take steps to prepare. Failure to report could result in steep daily fines of $606 per day. Therefore, to mitigate this risk, companies are strongly encouraged to have their BOI information ready for submission by their current filing deadline. FOR COMPANIES FORMED OR REGISTERED IN 2025, THIS DEADLINE IS THE LATER OF MARCH 21, 2025 AND 30 DAYS FROM THE DATE OF FORMATION OR REGISTRATION.

We are closely monitoring developments and will provide updates as it evolves. For assistance or guidance regarding compliance with the Corporate Transparency Act, please reach out to your Tripp Scott, P.A. attorney or email us at corporatefilings@trippscott.com.