In our last client alert about the Corporate Transparency Act (CTA), an injunction against enforcement of the CTA remained in effect. On February 17, 2025, the injunction was stayed, and there are currently no impediments to enforcement of the CTA. As a result, Beneficial Ownership Information (BOI) reporting requirements are once again mandatory.
FinCEN has generally extended the filing deadline for reporting companies as follows:
- For most reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025.
- Reporting companies formed or registered on or after February 18, 2025 must file within 30 days from the date of creation or registration.
- Reporting companies previously provided with extended deadlines due to disaster relief should follow the later deadlines.
Unless and until there are further developments, companies must file within these timeframes. FinCEN has provided in a statement that it will “assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks,” but it is unclear what changes, if any, will result from this assessment.
On February 10, 2025, the House of Representatives unanimously passed the Protect Small Businesses from Excessive Paperwork Act (H.R. 736) that would extend the filing deadline for reporting companies that were in existence before January 1, 2024, to January 1, 2026. To our knowledge, the Senate has not yet taken action on that bill.
As BOI filings are once again mandatory and the potential penalties for non-compliance remain harsh, we encourage you to either file directly through FinCEN’s website.
If you have already filed and have had no changes to your beneficial ownership and/or your executive officers, you are compliant and there is no further action at this time.
