On February 18, 2025, the U.S. District Court for the Eastern District of Texas lifted the preliminary injunction preventing FinCEN from enforcing the Beneficial Ownership Information (“BOI”) reporting requirements under the Corporate Transparency Act. Following this decision, FinCEN issued a response that BOI reporting is once again mandatory with an extended due date of March 21, 2025
The updated deadline is applicable to the vast majority of reporting companies to file an initial, updated, and/or corrected BOI report. Reporting companies that were previously given a reporting deadline later than March 21, 2025, 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 disaster relief for Hurricane Helene, it should follow the April deadline, not the March deadline. Visit the FinCEN website for more information on disaster relief.
- FinCEN stated that during the 30-day extension period, it will assess its options for further modifying deadlines.
- Although the deadline is now March 21, 2025, other developments could once more change or eliminate the CTA reporting requirement. Bills have been proposed in Congress to further delay the reporting deadline to Jan. 1, 2026, and to eliminate the CTA altogether, and the executive branch could also take action.
- The Supreme Court is not scheduled to hear oral arguments in the case in which the initial injunction was issued until April, after the new deadline.
- FinCEN also announced that it intends to initiate a process this year to revise the BOI reporting rule to reduce the burden for lower-risk entities.
Notwithstanding these developments we recommend that reporting companies and others affected by the CTA resume compliance due to the exposure to very material penalties, and timely file all necessary reports and updates. Given the possibility of rapid changes, reporting companies and others affected by the CTA should closely monitor developments and consult with their legal advisers.
Please refer to our previous memo (view here) for additional information on filing requirements and exemptions. Therein we have also provided a list of third-party registered agents and links to their websites. You may utilize these registered agents or others to assist you with filing these complex reports. We, unfortunately, are not able to help you complete these forms due to regulatory and insurance reasons but are able to help answer questions.
We will continue to monitor FinCEN for any modification to deadlines or processes and provide updates. If you have any questions on BOI reporting, please do not hesitate to reach out to us.
