Filing requirements under the Corporate Transparency Act (CTA) have been reinstated. Per FinCEN’s (Financial Crimes Enforcement Network’s) most recent Alert released on February 18, 2025, the new deadline for filing beneficial ownership information (BOI) reports is March, 21, 2025. See below for the text of the Alert.
With the February 18, 2025 decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies.
Notably, in keeping with Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.
FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.
Updated Deadlines
- For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.
- Reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.),” Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
More information is available at fincen.gov/boi.
What Reporting Companies Should Know
- While the House passed the Protect Small Businesses from Excessive Paperwork Act of 2025 on February 10, 2025, which extends the BOI filing deadline to January 1, 2026 for any reporting company formed before January 1, 2024, the Senate has not yet passed such a bill. While it is expected that the Senate will pass a companion bill, until that happens, the reporting requirements have been reinstated for all reporting companies formed before or after January 1, 2024.
- As stated in the FinCEN Alert, during the 30-day period for reporting companies to file, FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. This could mean further changes to the reporting deadline or changes to the reporting companies that may be required to file.
Until the courts rule on the constitutionality of the CTA, Congress takes further action, or FinCEN further modifies the BOI reporting requirements, CTA reporting requirements once again apply to all reporting companies (other than those reporting companies subject to a current exemption as described in the February 18, 2025 Alert).
We will continue to closely monitor developments on the CTA and provide further guidance and updates as necessary.
