Following a February 18, 2025 court decision in the U.S. District Court for the Eastern District of Texas, beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again in effect.
In response, FinCEN has extended the reporting deadline by 30 days to March 21, 2025, for most companies to ensure they have adequate time to comply with their reporting obligations.
This extension follows a complex legal situation where the requirements were temporarily stayed (or postponed) by a federal court order on January 7, 2025. The Justice Department appealed, and on February 18, 2025, the court agreed to stay its earlier order, making BOI reporting mandatory again but with extended deadlines to accommodate the transition.
Important BOI Reporting Deadlines:
- March 21, 2025: New deadline for most companies to file initial, updated, or corrected BOI reports
- Companies with later deadlines (e.g., due to disaster relief extensions) should follow their original later deadlines
- Members of the National Small Business Association (as of March 1, 2024) and certain related parties are currently exempt from reporting in compliance with a court order in the case of National Small Business United v. Yellen.
Refresher: What Is the Corporate Transparency Act?
The Corporate Transparency Act is a federal law enacted in 2021 that aims to combat financial crimes and enhance transparency in business ownership. The law requires certain companies operating in the United States to report their beneficial owners – the individuals who ultimately own or control the company – to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department.
This reporting requirement was designed to help prevent the use of anonymous shell companies for money laundering, tax evasion, terrorism financing, and other illicit activities.
The CTA represents one of the most significant updates to U.S. anti-money laundering laws in recent years, creating a national registry of business ownership information that can be accessed by law enforcement agencies and financial institutions for authorized purposes.
However, several lawsuits challenging the CTA were filed, most arguing that the law exceeds Congress's constitutional authority.
For now, the reporting requirements are in effect while the Department of Justice – on behalf of the Treasury Department – completes its appeal of one legal challenge, Smith, et al. v. U.S. Department of the Treasury, et al.
Recommended Next Steps for Reporting Companies:
- File BOI reports through FinCEN's E-Filing system at boiefiling.fincen.gov (free of charge). Our law firm is available to assist your company with its reporting requirements.
- Monitor this website for potential further deadline modifications. FinCEN has indicated they may provide additional updates before March 21.
- Visit fincen.gov/boi for more detailed information.
Looking Ahead
FinCEN has announced plans to revise the BOI reporting rule later this year, with the specific goal of reducing the regulatory burden on lower-risk entities, particularly U.S. small businesses. During the 30-day extension period, FinCEN will also assess options for further deadline modifications while focusing on prioritizing reporting from entities that pose the most significant national security risks.
