On February 19, 2025, the Financial Crimes Enforcement Network (FinCEN) announced that most reporting companies under the Corporate Transparency Act (CTA) must now submit their Beneficial Ownership Information (BOI) reports by March 21, 2025. This déjà vu deadline follows a decision by the U.S. District Court for the Eastern District of Texas in Smith v. U.S. Department of the Treasury on February 18, 2025, which lifted the last judicial barrier to the CTA’s enforcement.
For most reporting companies, the current deadline is March 21, 2025. While the March 21, 2025 deadline is currently in effect for most reporting companies, FinCEN has indicated that it may consider modifications. Specifically, the agency has stated that it will assess whether certain reporting companies particularly those that do not pose significant national security risks may be granted additional time. If any adjustments do occur, FinCEN has indicated it will provide an update before the current deadline.
The legislative landscape also remains in flux. The U.S. House of Representatives recently passed H.R. 736, a bill that, if enacted, would extend the BOI reporting deadline for companies formed or registered before January 1, 2024, to January 1, 2026. The Senate has yet to take action on the legislation as of the date of this article.
While regulatory adjustments may still emerge, reporting companies must comply with the March 21, 2025 deadline unless otherwise exempt. Staying proactive in compliance efforts may help mitigate potential risks associated with late or incomplete filings in the event that the current deadline continues to remain in effect.
