Unless You're Issac Winkles, File by March 21, 2025

All Good Things Come to an End

In her 2006 single “All Good Things (Come to an End)”, Canadian singer Nelly Furtado asks, “flames to dust / lovers to friends /why do all good things come to an end?”

And while the answers in her examples are probably the running out of a source of oxygen or diminishing marginal utility, in this case it’s the February 18, 2025, decision of the U.S. District Court for the Eastern District of Texas (the “Eastern District of Texas”) in Smith v. U.S. Department of the Treasury.

Notable Corporate Transparency Act Lawsuits

While there have been several lawsuits filed regarding the Corporate Transparency Act (the “CTA”), few of them have achieved nationwide impact.

Texas Top Cop Shop v. Garland

The most notable case being Texas Top Cop Shop v. Garland, which resulted in the first nationwide injunction which prevented the Financial Crimes Enforcement Network (“FinCEN”) from enforcing the penalties for failing to file a Beneficial Ownership Interest Report (“BOIR”) with FinCEN before January 1, 2025.

After some back and forth at the appellate level, the injunction was ultimately lifted by the Supreme Court of the United States on January 23, 2025, meaning FinCEN was clear to enforce the penalties for failing to file a BOIR.

Smith v. U.S. Department of the Treasury

However, during this back and forth, the Eastern District of Texas issued a second nationwide injunction against FinCEN in a separate lawsuit, called Smith v. U.S. Department of the Treasury on January 7, 2025.

This second injunction meant that even though the injunction in Texas Top Cop Shop was no longer in effect, FinCEN still could not enforce penalties for failing to file a BOIR.

However, the injunction in Smith, like the injunction in Texas Top Cop Shop, was a preliminary injunction, not a permanent injunction meaning they could be lifted before the lawsuit ends.

And that’s exactly what happened.

The Department of Justice ultimately filed an appeal on behalf of the Department of the Treasury in Smith. Later, on February 18, 2025, the Eastern District of Texas agreed to lift the injunction while the appeal was being completed.

Lifting the injunction is what cleared the way for FinCEN to enforce the CTA’s BOIR requirements.

When Is My Beneficial Ownership Interest Report Now Due?

On February 19, 2025, the following day, FinCEN gave notice that the new deadlines to file the BOIR because even though it has been cleared to enforce the BOIR requirement, it recognizes that Reporting Companies may need additional time to comply.

A Reporting Company is any entity typically created by or registered through a filing with the department of state of a state government or similar government office that does not already need to file beneficial ownership information with the federal government.

So, when’s the new deadline? Well, that depends.

For the vast majority of Reporting Companies, it’s thirty (30) days from February 19, 2025, so March 21, 2025.

If you are a Reporting Company that was affected by a natural disaster that both Federal Emergency Management Agency (“FEMA”) and the Internal Revenue Service (“IRS”) approved for assistance, your deadline is six months from the day of the disaster or March 21, 2025, whichever is later.

If you’re Issac Winkles, the plaintiff in National Small Business United v. Yellen, none of this applies to you.

It's Not Over 'Til It's Over: The Protect Small Businesses From Excessive Paperwork Act

Believe it or not, this might not be the last deadline extension.

The Protect Small Businesses from Excessive Paperwork Act, which would extend the BOIR deadline to January 1, 2026 for Reporting Companies created before January 1, 2024, is currently making its way through Congress.

So stay tuned!

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