On February 17, 2025, the U.S. District Court for the Eastern District of Texas lifted a nationwide order that had blocked enforcement of the Beneficial Ownership Information Reporting Rule. This rule, which implements the Corporate Transparency Act (CTA), includes specific reporting deadlines. Beneficial Ownership Information (BOI) reporting requirements are once again back in effect. On February 19, FinCEN posted an alert on the court’s decision and updated the filing deadline. The new deadline to file an initial, updated and/or corrected BOI report is March 21, 2025.
FinCEN also stated that it will assess its options within thirty days to further modify deadlines and will initiate a process this year to revise the Reporting Rule and reduce the regulatory burden for many small businesses. FinCEN intends to prioritize reporting for entities that pose significant national security risks. FinCEN will provide an update before March 21, if it decides to make any further modifications.
There are numerous cases challenging the CTA that will continue to move through the legal process. Notably, the Texas Top Cop Shop, Inc. v. Bondi case is scheduled for oral arguments in late March. Congress is also considering bills to delay or repeal the CTA. On February 10, the House unanimously passed a bill which would delay the reporting deadline to January 1, 2026 for entities formed before 2024; a companion bill is awaiting action in the Senate. Entities formed after 2024 were not included in these recent bills and will likely remain required to file by the March 21 deadline.
Dinsmore will continue to monitor these developments and provide updates as they become available. In the meantime, we recommend companies evaluate their CTA compliance requirements and be prepared to file by March 21. Dinsmore’s previous coverage on determining whether your entity must file, and what information is required in the filing, can be found here. Additionally, a template of the BOI Report can be downloaded here, and entities may file directly through FinCEN’s website.
