It’s All Budget Bills

Following a weeklong break for Passover and Easter, the legislature is back to work and quickly moving omnibus bills through the legislative process. Finance committees had to pass their two-year budget recommendations before break. This week, those bills have been passing through the Senate Finance Committee and the House Ways and Means Committee, with each body even passing a handful of them off the floor. The expectation is that budget bills will be mostly passed out of each body a week from now, allowing conference committees to start meeting and negotiating a final budget.

With the tied House of Representatives, there are a few budget bills that have not yet been agreed to by both co-chairs. Those committees passed a shell bill to Ways and Means, and once the co-chairs have an agreement, they will meet in their committee of jurisdiction to walk through the bill, take testimony, and entertain possible amendments. After that, the language that is agreed to by the committee will be amended into the bill waiting in Ways and Means. Bills that have not been agreed to include the Health and Workforce Development bills.

Governor Delivers State of the State

Governor Tim Walz delivered his State of the State address on Wednesday of this week to a joint session of the House and the Senate. In a speech that lasted less than 30 minutes, the Governor touted his accomplishments for the last six years, took President Trump to task for “chaos” in Washington, D.C., and implored Republican legislators to collaborate with him to balance the state budget.

Governor Walz characterized his biennial budget proposal as protecting past ambitious investments “by embracing a spirit of responsibility and addressing some long-term budget challenges so that future leaders don’t have to make impossible choices.” In the GOP response, Republican leaders reminded the media that DFLers “squandered” an $18 billion surplus and then pledged to work with the Governor and DFL legislators to balance the budget without raising taxes.

Elon Musk’s X Sues Minnesota Over Deepfakes Law

Elon Musk’s social media company, X (formerly Twitter), has filed a federal lawsuit against Minnesota, challenging the constitutionality of the state’s 2023 law that criminalizes the dissemination of AI-generated deepfakes intended to influence elections. Minnesota’s law prohibits the knowing distribution of deepfakes within 90 days of an election if the content is intended to sway the election outcome or damage a candidate’s reputation.

In its lawsuit, X contends that the law infringes upon First Amendment rights by being overly vague, leading to potential over-censorship of protected political speech. The Minnesota Attorney General’s Office has acknowledged the lawsuit and stated that it is reviewing the complaint.

Special Election to Fill Eichorn Seat

The Minnesota Senate District 6 special election is scheduled for Tuesday, April 29 to fill the vacancy left by Republican Justin Eichorn, who resigned on March 20 following his arrest on federal charges related to attempting to solicit a minor for sex. Republican Keri Heintzeman of Nisswa secured the GOP nomination by winning 46.77% of the vote in a crowded primary field of eight candidates in an April 15th Primary. DFLer Denise Slipy of Breezy Point ran unopposed in the DFL primary.

Lots of Effort, Little to Show

Members of the Minnesota House of Representatives have already introduced 3,250 bills as of today. This is despite the fact that the House started weeks late, and the first bills weren’t officially introduced until February 6. The Senate has introduced a slightly higher number of bills—3,445 bills as of today. Adding these together, 6,695 bills have been introduced. Why is this interesting? On April 22, just the fifth bill of legislative session was presented to the Governor for his signature. A list of the bills presented to the Governor can be found here.

Deadlines!

It has been a busy week at the State Capitol. In both the House and Senate, committees raced to meet the first and second bill deadlines of Friday, April 4 (collectively), while finance committee chairs in both bodies met behind closed doors to work on omnibus finance bills. The Senate DFL majority released budget targets last Friday, March 28, and the Republicans and DFLers in the tied House released agreed-upon targets a day later. A comparison of these targets can be found here.

Data Center Update

A new data center bill was introduced in the House, H.F. 2928, establishing new regulatory requirements for the siting and operation of large-scale data centers in this state, including provisions governing water use, energy use and cost allocation, and environmental review. The bill also requires data centers to pay an annual fee, to be used for weatherization and energy conservation programs in low-income households. Rep. Patty Acomb (DFL–Minnetonka), the bill’s author, said the bill was shaped by similar laws enacted in Indiana, Nevada, and Texas, and reflected lessons learned by Virginia from its more “hands-off” approach. The bill was laid over for possible inclusion in an omnibus energy bill.

Social Media Tax Proposed

 As Minnesota faces a looming budget deficit, Senate Tax Chair Ann Rest (DFL-New Hope) is proposing a new tax on social media companies (S.F. 3197) to raise additional revenue. Though the Minnesota Department of Revenue estimates the tax would only impact 15 companies, many businesses worry that they may be inadvertently caught up in the legislation. Others worry that as technology changes over time, the lines between social media companies and others may become nearly indistinguishable and that they may face a new tax liability. House Republicans continue to argue that the state should not impose new taxes this year. Stay tuned for additional updates.

Upcoming: Budgets, then Break

In both the House and Senate, committee budgets will likely be released as early as this weekend, as each must be passed out of their respective committees by noon on Friday, April 11. Passage of the Senate bills seem simple at this point as compared to the House, where Republican and DFL co-chairs must quickly find agreement. Following committee passage of the omnibus finance bills, a legislative break will begin. There will be no committee meetings or floor session from noon on April 11 until noon on April 21. Pending any surprising news, our weekly “Top 5” updates will also be on break during that time.

Special Session Talk Expands

 While many have speculated that a special session may be needed to finish the budget-making process this year, conversations have also begun on the potential need for a late summer or fall special session to address funding needs brought on by changes at the federal level. Cuts to various agencies and programs could bring about such activity, most notably with respect to the potential cuts to the Medicaid program.

Key Development: FinCEN Limits CTA Reporting to Foreign Entities — For Now

On March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule (IFR) that significantly narrows the reporting requirements under the Corporate Transparency Act (CTA). Under the IFR, only foreign entities registered to do business in the United States are required to report beneficial ownership information (BOI) to FinCEN.

FinCEN accomplished this by revising the current regulation and removing the term “domestic reporting company” from the definition of entities required to report and instead placing domestic entities within the list of exemptions. The result is that U.S.-formed companies (e.g., corporations, LLCs) are now, according to FinCEN, excluded from the CTA’s reporting obligations.

Statutory Conflict: Why Uncertainty Remains

Although FinCEN has issued this regulatory change, the underlying statute—the Corporate Transparency Act—was not amended and still explicitly requires reports from domestic reporting companies. FinCEN’s rule contradicts the statute and creates uncertainty; there is a likelihood of legal challenges to this reinterpretation—particularly in an environment where courts are no longer required to defer to agency interpretations that contradict clear statutory text. In other words, the IFR does not override the law enacted by Congress. Accordingly, its effort to exempt domestic entities may be struck down by the courts.

Our Recommendation: File If Prepared, Monitor If Not

Given this uncertainty, we believe it is prudent for businesses to consider the risks of noncompliance with the CTA, particularly if they have already incurred costs collecting beneficial ownership information.

• If you have already gathered BOI and are ready to file, we recommend moving forward with filing. It may help avoid future penalties if the IFR is overturned or revised.
• In addition, you may elect to wait and monitor legal developments—but do so understanding the current conflict between the CTA and the IFR

Current Reporting Landscape: Foreign Entities Must Still Comply

FinCEN’s interim final rule redefines “reporting company” to include only foreign entities formed under the laws of a foreign country and registered to do business in a U.S. state or tribal jurisdiction.

These entities must still comply with the CTA and meet updated filing deadlines:

• Foreign entities registered before publication of the rule must file their BOI reports within 30 days of publication.
• Foreign entities registered after publication must file their BOI reports within 30 days of effective registration.
• FinCEN has confirmed that U.S. persons do not need to report BOI, even if they are beneficial owners of a foreign reporting company.

What Should You Do Now?

• Domestic companies: While FinCEN’s rule says no reporting is required, the statute suggests otherwise. If you are prepared, filing may reduce risk. If not, continue to monitor the legal landscape closely.
• Foreign companies: You must comply with the revised BOI reporting rules and deadlines unless you qualify for a specific exemption.
• Everyone: Be aware that this interim rule may change again following public comment or future litigation.

Key Takeaways

• FinCEN’s interim rule excludes domestic companies from CTA BOI reporting, but the statute still says otherwise.
• Legal challenges are expected, and a future ruling could reinstate domestic reporting requirements.
• We recommend filing for domestic entities that are ready, especially those that have already invested in compliance efforts.

Need Assistance? Contact our team for tailored guidance on your CTA reporting obligations or to assess your risk exposure in light of recent developments.

Please note that the firm will not monitor compliance, file beneficial ownership reports, or report changes to beneficial ownership unless expressly agreed to in writing.

We encourage those who may be subject to the CTA to engage a corporate compliance services provider experienced in FinCEN reporting. Please contact your Winthrop attorney or other legal counsel for referrals.

Governor Revises Budget

On March 21, Governor Tim Walz released a revised FY 2026-2027 biennial budget, which incorporates the impact of the latest budget and economic forecast released on March 6. The revised budget includes just under $250 million in budget reductions that carry over into FY 2028-2029. Also included were small, primarily one-time investments related to Avian Influenza and law enforcement training. The Legislature will now need to shift its focus to the budget, with only two working weeks left until their April 11 deadline for budget bills to be finalized by committees.

Senate Releases Budget Targets

The Senate released budget targets today. The budget target spreadsheet lists general fund net spending numbers by each major budget area. The House has not yet released its targets.

Special Election Scheduled

Following last week’s resignation of Senator Justin Eichorn, the Governor has called a special election to fill the now-vacant Senate District 6 seat. Candidates have already begun filing and may continue to do so until 5:00 p.m., April 1. If needed, a primary election will be held on Tuesday, April 15, with the special election taking place on Tuesday, April 29. The new member will likely be seated on Monday, May 5. To date, five Republicans and one Democrat candidate have filed for the seat.

Walz Calls Workers Back/Unions Push Back

Earlier this week, Governor Tim Walz called for most state agency employees to return to the office at least 50% of the time beginning on June 1, with an exception for those who live at least 75 miles away from their primary work location. St. Paul Mayor Melvin Carter indicated that he and the Governor had been discussing the return to work of state employees for months and that the return of employees to the city on a regular basis would be extremely beneficial for the struggling downtown. However, unions that represent the affected workers expressed surprise and dissatisfaction with the announcement. Bart Anderson, Executive Director of AFSCME Council 5, stated that “we will not tolerate unilateral changes to our members’ work,” and Megan Dayton, President of the Minnesota Association of Professional Employees (MAPE), didn’t rule out the possibility of a strike.

State of the State

Governor Walz and legislative leaders have agreed on a date and time for the Governor to deliver his State of the State Address. Members of the legislature will convene on Wednesday, April 23 at 7:00 p.m. in the Minnesota Capitol for the update. While the Governor of Minnesota does typically deliver a state of the state address, both the timing and location of the event are very flexible and vary from year to year.

Legislature Reaches Full Complement—

For about three days this week, all 201 legislative seats, 134 House members and 67 Senators, were filled for the first time in 2025. The week began with David Gottfried, the winner of the 40B special election, being sworn into the House on Monday. Gottfried’s swearing in brought the House to a 67-67 tie and triggered the Power Sharing agreement between House Republicans and DFLers signed on February 5. Under this agreement, the DFL was restored to parity on all House committees, except the Fraud Prevention and State Agency Oversight Policy Committee, and committee gavels began rotating between Republican and DFL Committee Chairs.

—But Only for a Few Days

While the week began with a new member of the Legislature, it ended with the resignation of another. Senator Justin Eichorn (R-Grand Rapids) was arrested in Bloomington about two hours after Rep. Gottfried was sworn in. He has been charged in federal court with attempted coercion and enticement of a minor after he allegedly tried to solicit sex from a 17-year-old girl who turned out to be an undercover Bloomington police officer. Sen. Eichorn resigned approximately an hour before the start of Senate floor session on Thursday in which the Senate was poised to vote to expel him. With Eichorn’s resignation, the DFL holds a two-seat majority, 34-32. There is no word yet on when a special election to replace him will be held.

Governor Walz Townhall Tour (and a Supplemental Budget)

For the past week, Governor Tim Walz has been travelling to other states holding townhall-style meetings in Republican Congressional districts where the respective member of Congress is not holding townhalls. Minnesota Republicans and the media have been quick to criticize him—Republicans stating that he should be more concerned about taking care of Minnesota, and the media wishing that he would hold media availability in Minnesota. Both will get their wish, as Gov. Walz is set to release his supplemental budget proposal today and will hold his first townhall since being elected Governor on Saturday in Rochester.

High Number of Hopeful Cannabis Licensees

Over the weekend, the Office of Cannabis Management (OCM) closed the application window for the first round of licenses, including both social equity and general license applications that were submitted in the past month. Between the 10 license types available, OCM received more than 2,000 applications, including 1,322 applications for microbusinesses. While four of the license types have caps on the overall number of licenses that can be granted, the microbusiness license, which allows for a vertically integrated business from seed to sale, is not capped. The legislature continues to consider legislation to tweak the fledgling industry.

Calendar Reminders

With just two weeks remaining before the first and second committee deadlines, we thought a reminder of important upcoming dates would be helpful:

• March 29-31: Legislative Break, Eid
• April 1: House plans to release budget targets by this date
• April 4, 5:00 p.m.: First and Second Committee Deadline (Policy)
• April 5: Senate plans to release budget targets by this date
• April 11, 12:00 noon: Third Committee Deadline (Major appropriation and finance bills)
• April 12-21: Legislative Break, Passover and Easter (Break ends at noon on Monday, April 21)
• May 19: Last day of the legislative session
• July 1: Government shutdown begins if new budget isn’t enacted

DFL Wins 40B Special Election

The most important event impacting the State Capitol this week occurred in parts of Roseville and Shoreview, where DFLer David Gottfried defeated Republican Paul Wikstrom by almost 6,000 votes in Tuesday’s District 40B special election. Gottfried is expected to be sworn in on Monday, March 17, at which time the House will be tied at 67-67 and will be at full strength for the first time in 2025. Beginning next week, DFLers and Republicans will co-chair all House committees except the Fraud Prevention and State Agency Oversight Policy Committee, which will continue to be chaired by Rep. Kristin Robbins (R – Maple Grove) and maintain a 5-3 Republican majority. Bills will also need to have bipartisan support to be approved by committees and move to the House floor, where 68 votes are needed for passage.

State Collects More Revenue 

With the ink not even dry on the February Forecast issued late last week, Minnesota Management and Budget (MMB) on Monday, March 10, announced that February revenue collections exceeded the February Forecast by $116 million. Net receipts from individual income, corporate franchise, and other taxes were above forecast, and net sales tax revenues were below.  While good news, this new $116 million was not recognized in the February Forecast and cannot be considered when crafting the upcoming biennial budget.

Ethics Panel Deadlocks Again

The ongoing saga stemming from a criminal complaint against Sen. Nicole Mitchell (DFL – Woodbury) continued at the legislature this week. Nearly a year ago, Sen. Mitchell was arrested inside her stepmother’s house, leading to charges of burglary. Since that time, she has faced pressure from her colleagues to step down from her role as a state senator. While she no longer serves on any committees, she is still allowed to vote on floor actions. The latest ethics allegation against her stems from her casting the tie-breaking vote on a procedural motion that effectively stopped the Senate from voting on her possible expulsion. Republicans claimed this resulted in a conflict of interest. Following discussion, no action was taken on the Ethics Committee complaint, as the members deadlocked on how to proceed.

Non-Compete Discussion Repeat

The House Workforce, Labor and Economic Development Committee met on Thursday, March 13, to advance a bill allowing non-compete provisions in certain circumstances. H.F. 1768, authored by Rep. Harry Niska (R – Ramsey), would make exceptions to Minnesota’s ban on non-competes for employees who meet an income threshold and whose duties include “creation, analysis or modification of confidential, proprietary, or trade secret information,” or employees with an “annual budgeted compensation of $500,000 or more regardless of the employee’s primary job duties.” The bill was passed out of committee and sent to the General Register where it is ready for a vote by the full House. There is no companion bill in the Senate.

Normal Enough to Care About State Fossil, Constellation

The House State Government Committee met this week with bills on the agenda to add to the list of various Minnesota state symbols. While some bemoan such legislative action, similar bills are brought forward nearly every year, and this year it seems to symbolize that the Minnesota Legislature is functioning normally following a very abnormal start. Specifically, the House heard legislation to designate both the giant beaver as the state fossil and Ursa Minor as the state constellation. Both bills are sponsored by Rep. Andrew Myers (R – Tonka Bay), have bi-partisan authors, and were laid over for possible inclusion in an omnibus bill.

Minnesota is on the verge of a historic tax policy change that could reshape the professional services landscape. Under Governor Tim Walz’s proposed $65.9 billion budget for 2026-2027, the state aims to lower the sales tax rate from 6.875% to 6.8%—but at a cost. The plan seeks to expand the sales tax base to include professional services, meaning law firms, accounting firms, financial advisors, and consulting agencies may soon face tax obligations they’ve never had before. However, business-to-business (B2B) transactions remain exempt under the proposal, meaning firms that primarily serve corporate clients may not be directly impacted.

Who Is Most Affected?

If your business provides direct-to-consumer professional services in Minnesota, this change could significantly impact your bottom line. Industries that stand to be most affected include:

• Legal Services: Law firms handling personal injury, estate planning, family law, and other consumer-focused legal matters.
• Accounting & Tax Preparation: CPAs and tax professionals serving individuals and small business owners.
• Financial Planning & Investment Advisory: Firms offering retirement planning, wealth management, and investment advice.
• Real Estate & Mortgage Brokerage: Services tied to home buying, mortgage origination, and residential real estate transactions.
• Certain Banking Services: Consumer-focused financial transactions not currently subject to sales tax.

Why Now?

The proposed tax expansion is projected to raise $205 million in new revenue, partially addressing an anticipated $5.1 billion state budget shortfall for 2028-2029. The budget also includes spending cuts in areas like Medicaid and special education reimbursements, signaling that broader fiscal challenges may drive further tax policy changes.

Sales Tax Nexus – Who Must Collect?

Businesses must collect and remit sales tax in Minnesota if they establish a nexus through either physical presence or economic activity:

• Physical Nexus: A business has a physical presence in Minnesota if it maintains a location, employs sales representatives, leases property, or delivers goods using company vehicles.
• Economic Nexus: Out-of-state businesses must collect sales tax if they have 200+ retail sales or over $100,000 in Minnesota sales within a 12-month period.
• Marketplace Providers: Online platforms facilitating sales and processing payments must collect sales tax if they meet physical or economic nexus thresholds.

Sales Tax Sourcing – How Will Tax Be Applied?

Minnesota follows destination-based sourcing, meaning tax applies based on where the customer receives the benefit:

• Services provided to Minnesota-based clients may be taxable, regardless of where the provider is located.
• Services delivered to out-of-state clients may remain untaxed if the benefit is received outside Minnesota.
• Multi-state engagements require careful analysis to determine taxability.

What Service Providers Need to Consider Now

Even though this proposal is still under legislative review, professional service providers should start assessing their potential exposure:

• Client Impact: A new tax could increase costs for clients, affecting pricing strategies and client relationships.
• Compliance Readiness: Service providers operating in Minnesota should evaluate whether they would be required to collect and remit sales tax.
• Contract Review: Businesses may need to update agreements to account for potential tax implications, particularly for multi-state engagements.

Next Steps

While this proposal is still under debate, businesses should stay ahead of potential changes. Understanding the impact now will help ensure compliance if the law moves forward. We are closely monitoring developments and will continue to provide updates as the legislative process unfolds. If you have questions about the proposal or how the expansion may affect your business, please feel free to reach out to any member of our Tax team.

Minnesota Management and Budget (MMB) delivered the delayed February budget and economic forecast today. While MMB projects a $456 million surplus for the FY 2026-27 biennium, this projected surplus is now $160 million lower than estimates from the November forecast. In a statement, MMB said the “budget outlook has been adjusted downward amid significant near-term economic and fiscal uncertainty” and that “higher forecast inflation results in increases in projected revenues and expenditures”.

The projected deficit for the FY 2028-2029 biennium has grown to $5,995 billion, $852 million worse than November estimates. MMB stated further in its statement that “shifting policies at the federal level introduce significant uncertainty to the projections”.

The forecast provides a detailed update of the state’s financial health that sets the stage for lawmakers to develop a biennial budget for the FY 2026-2027 biennium.

Providers who offer telehealth services to Medicare patients take note: many key telehealth flexibilities that have been in effect since the COVID-19 public health emergency will expire on March 31, 2025. These changes are crucial for both healthcare providers and patients to understand, as they impact the availability of telehealth services for Medicare patients. Below please find some key takeaways from recent congressional updates and policy changes.

What’s Changing?

The following pre-Covid-19 restrictions will be reinstated as of April 1, 2025:

• Home-Based Telehealth Services: The physical location of the patient once again matters. Providers will need to ensure that only approved services are provided via telehealth to patients physically located at approved originating sites. Other than for behavioral/mental health care, treatment for substance use disorder (SUD), and a few other specific exceptions, a patient’s home is unlikely to be a Medicare-approved originating site.
• Geographic Restrictions: Providers will also need to confirm that the geographical location of the patient qualifies for Medicare reimbursement of telehealth services. For example, under Medicare’s pre-pandemic rules, originating sites must be located in a rural Health Professional Shortage Areas (HPSA) or in non-Metropolitan Statistical Areas (non-MSA county), or participating in a telemedicine demonstration project. These requirements will again take effect starting April 1, 2025.
• Exceptions: There are no geographic restrictions for SUD treatment, mental health services, home dialysis for ESRD patients, or diagnosis and treatment of acute stroke.
• Provider Eligibility: All eligible Medicare providers can offer telehealth services through March 31, 2025. The telehealth expansion provided qualified occupational therapists, physical therapists, speech-language pathologists, and audiologists with temporary dispensation to bill for telehealth services. Starting April 1, 2025, these providers will no longer be able to bill Medicare for telehealth services. Instead, only physicians and practitioners (as defined by federal law) will have these privileges.
• In-Person Visit Requirements: An in-person visit within six months of an initial Medicare behavioral/mental telehealth service, and annually thereafter, will once again be required. For FQHCs and RHCs, this requirement is waived until January 1, 2026.
• Audio-Only Services: With the exception of behavioral/mental telehealth services, Medicare will no longer cover audio-only communication platforms to deliver telehealth services after March 31, 2025.

What’s Not Changing?

The following telehealth policies for behavioral and mental health services have been made permanent:

• Home-Based Behavioral Health Services: Medicare patients can permanently receive telehealth services for behavioral/mental health care in their homes.
• Geographic Restrictions: There are no geographic restrictions for originating sites for Medicare behavioral/mental telehealth services, and FQHCs and RHCs can permanently serve as a Medicare distant site provider for behavioral/mental telehealth services.
• Audio-Only Communication: Behavioral/mental telehealth services in Medicare can permanently be delivered using audio-only communication platforms.
• Provider Eligibility: Marriage and family therapists and mental health counselors can permanently serve as Medicare distant site providers.

Keep an Eye on Controlled Substances

The Drug Enforcement Administration (DEA), jointly with the Department of Health and Human Services (HHS), has extended the full set of telemedicine flexibilities regarding the prescribing of controlled medications as were in place during the COVID-19 public health emergency, through December 31, 2025. Additionally, on January 16, 2025, the DEA (in conjunction with HHS) announced two final rules and a notice of proposed rulemaking to make permanent some temporary telemedicine flexibilities established during the COVID-19 public health emergency while also establishing new patient protections, including certain registration exemptions for U.S. Department of Veterans Affairs practitioners, an expansion of buprenorphine treatment via telehealth, and requiring online telemedicine platforms to register with the DEA.

Congressional Extensions and Expirations

At the end of 2024, Congress extended many of the above Medicare telehealth flexibilities through March 31, 2025, but some key provisions already expired on December 31, 2024, including first-dollar coverage of telehealth services under high deductible health plans (HDHPs) and health savings accounts (HSAs).

This summary addresses some key changes that will take effect on April 1, 2025, but is not an exhaustive list of updates or advice on any specific situation. Unless Congress steps in to further extend telehealth flexibilities established during the Covid-19 pandemic, numerous federal Medicare telehealth waivers will be affected. In addition, various exceptions may apply, depending upon the type of service, type and location of the provider, and other factors.

If you have specific questions about these changes or their potential impact on your practice, please feel free to reach out to the attorneys listed below.

Recent Developments

The Financial Crimes Enforcement Network (FinCEN) has reinstated the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA).  Following recent court decisions, the deadline for compliance has been extended to March 21, 2025.  This extension provides additional time for companies to file their initial, updated, or corrected BOI reports.

Background: How We Got Here

The CTA, bipartisan legislation enacted in 2021, aims to combat illicit activities such as tax fraud, money laundering, and terrorism financing by requiring certain U.S. businesses to disclose beneficial ownership information.  The CTA has been the subject of many lawsuits.  Several courts have held that the CTA is constitutional.  However, a few courts initially granted injunctions prohibiting the enforcement of CTA, including, e.g., the U.S. District Court for the Eastern District of Texas in the cases of Texas Top Cop Shop, Inc. v. Bessent and Smith v. U.S. Department of the Treasury. These injunctions delayed the implementation of the BOI reporting requirements.

However, in early 2025, the Supreme Court stayed the nationwide preliminary injunction in Texas Top Cop Shop. Subsequently, other courts stayed the injunctions prohibiting enforcement.  FinCEN has now confirmed its intention to proceed with the CTA’s requirements, extending the reporting deadline for most companies to March 21, 2025.

Updated Reporting Timelines

• New Entities: Newly formed nonexempt reporting companies must file their initial BOI reports within 30 days of formation.
• Updates to Prior Reports: Any updates to previously filed reports are due within 30 days of the change.
• Entities with Lapsed Deadlines: Companies with initial or updated reporting deadlines that passed during the injunction period now have until March 21, 2025, to file their BOI reports.
• Extensions: Companies that qualified for extensions, such as disaster relief, should adhere to their extended deadlines.
• Exemptions: Plaintiffs in National Small Business United v. Yellen, including members of the National Small Business Association as of March 1, 2024, currently are not required to report. But, note that the U.S. Government has asked this court to lift its injunction in light of the U.S. Supreme Court’s and other courts’ decisions.

What Comes Next?

FinCEN will consider further revisions to the BOI reporting requirement deadlines, potentially granting additional extensions for entities to file updates.  FinCEN also plans to review and revise the CTA’s BOI reporting regulations in 2025 to reduce the burden on lower-risk entities, including many U.S. small businesses.  Ongoing litigation and legislative actions may further impact future reporting requirements.

Key Takeaways:

• Extended Deadline: Most companies must report by March 21, 2025, to comply with the BOI reporting requirements.
• Compliance is Mandatory: Despite the previous extensions, companies should prepare to meet the new deadlines. Currently, there is no indication of further delays.
• Seek Professional Guidance: Given the complexities of the CTA, businesses are advised to consult with knowledgeable advisors, such as attorneys or accountants, to ensure compliance.
• Stay Informed: Continue to monitor updates from FinCEN and other relevant authorities for potential future developments.

For more information on the Corporate Transparency Act and how it affects your business, please visit FinCEN’s website or consult with your legal advisor.