On Tues., Feb. 18, 2025, a Federal District Court judge in Texas allowed the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) to begin enforcing the Corporate Transparency Act while lawsuits challenging the law proceed on the merits.  While this will allow the agency to enforce compliance with the law, FinCEN has extended the reporting by 30 days. During this 30-day extension, the agency will be reviewing the law to see if further changes should be made before they begin enforcing the law.

Important takeaways for Illinois REALTORS® members:

• March 21 is the new deadline for corporations and LLCs formed before Jan. 1, 2024, to file beneficial ownership information. The original deadline was Jan. 1, 2025.
• While reporting will currently be required, multiple court cases challenging the law will continue to be argued on the merits in Federal Court. In January, U.S. Supreme Court ordered in one case that a preliminary injunction preventing the law from being enforced be lifted while the case proceeds, meaning that reporting would continue to be required until that case is argued and decided on the merits. Following this Supreme Court decision, a District Judge in a second, separate case lifted a preliminary injunction it had put in place for that case prior to the Supreme Court decision. All of this means that the reporting requirements are now enforceable, and businesses who are required to report and fail to do so by the deadline may be penalized.
• Meanwhile, Congress has proposed new legislation, commonly referred to as the “Protect Small Businesses from Excessive Paperwork Act of 2025,” (HR736) which would extend the reporting deadline to Jan. 1, 2026, for corporations and LLCs (which may include real estate-related entities) formed prior to Jan. 1, 2024, who are required under the law to report beneficial ownership information to FinCEN. This legislation is not yet law, but it has passed the House of Representatives and is currently being considered by the Senate.

For background on this subject, listen to the “New Year, New Laws” podcast with Associate General Counsel Matt Rentschler. The Corporate Transparency Act provides guidelines for the reporting requirements. The Anti-Money Laundering Act of 2021 was designed to discourage criminal organizations from using shell corporations to launder money.

In keeping with the Treasury Department’s commitment to reducing regulatory burden on businesses, during the 30-day extension until March 21, 2025, FinCEN stated that it will assess options to further modify deadlines and review possible recommended changes to the law to prioritize reporting for entities that pose the most significant national security risks. FinCEN plans to create a process to revise the beneficial ownership information reporting rule to reduce the burden on lower-risk entities, including many U.S. small businesses.

For more information, see FinCEN Notice, FIN-2025-CTA1, FinCEN Extends Beneficial Ownership Information Reporting Deadline by 30 Days; Announces Intention to Revise Reporting Rule (Feb. 18, 2025).

Reporting companies can report their beneficial ownership information directly to FinCEN, free of charge, using FinCEN’s E-Filing system available at https://boiefiling.fincen.gov. More information is available at fincen.gov/boi.