FinCEN updates reporting deadlines and hints at further changes
On February 18, 2025, the US District Court for the Eastern District of Texas officially lifted the nationwide injunction on Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA) through a ruling on the Smith v. U.S. Department of the Treasury case. As such, all current BOI/CTA reporting requirements are back in effect.
As of this publication, the lone exception to BOI/CTA reporting requirements applies to the plaintiffs (members of the National Small Business Association as of March 1, 2024) in National Small Business United v. Yellen, which is still currently being adjudicated.
In response to the February 18 court decision, FinCEN has released updated reporting timelines to provide reportable entities with extra time to submit BOI reports, generally extending the reporting deadline 30 days from February 19, 2025.
The full FinCEN notice, dated February 18, 2025, provides a summary of updated deadlines for reportable entities, and the specific section dealing with reporting deadlines is copied below:
FinCEN update on reporting timelines
- 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 April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.
More changes to come
Also in the February 18 notice, FinCEN indicated that in the next 30 days 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.” It remains to be seen how FinCEN’s future actions will impact reporting obligations, but this is a significant development to watch.
As the last few months have indicated, BOI/CTA remains a very fluid situation with likely more news to come. As such, responsible parties should continue monitoring developments through the FinCEN BOI homepage and consult legal counsel as a primary outlet for assistance with reporting obligations.
We will continue to update clients on the status on the Corporate Transparency Act and the BOI reporting requirement as more information is available.
Sources:
