Following recent legal developments, the Financial Crimes Enforcement Network (FinCEN) has announced important changes to Beneficial Ownership Information (BOI) reporting deadlines under the Corporate Transparency Act (CTA). Here's what businesses need to know:
Current Status
On February 18, 2025, the U.S. District Court for the Eastern District of Texas reinstated BOI reporting requirements that had been temporarily suspended. This decision in Smith, et al. v. U.S. Department of the Treasury, et al. means reporting obligations are back in effect nationwide.
New Deadline: March 21, 2025
In response, FinCEN has extended the reporting deadline by 30 days from February 19, 2025. For most reporting companies, initial, updated, or corrected BOI reports must be filed by March 21, 2025. Companies with previously established later deadlines (such as those qualifying for disaster relief extensions) should continue to follow those original deadlines.
Important Exceptions
Plaintiffs in the National Small Business United v. Yellen case—specifically Isaac Winkles, his reporting companies, the National Small Business Association, and its members as of March 1, 2024—are currently exempt from reporting requirements.
Relief for Small Businesses Coming
FinCEN has announced plans to initiate a process this year to revise the BOI reporting rule, with the goal of reducing regulatory burden for lower-risk entities, including many U.S. small businesses. The agency is also assessing options to further modify deadlines while prioritizing reporting from entities that pose significant national security risks.
Who Must Report
The reporting requirements apply to most corporations, LLCs, and similar entities created by filing documents with a secretary of state or similar office, as well as foreign entities registered to do business in the United States. The CTA maintains 23 exemptions for entities already subject to federal or state regulation.
Required Information
Reporting companies must provide company information (legal name, address, etc.) and details about beneficial owners—individuals who either exercise substantial control over the company or own at least 25% of ownership interests.
How to Report
Companies can file BOI reports directly through FinCEN's secure E-Filing system at no cost. Additional resources and guidance are available at fincen.gov/boi. Companies should consult with legal or financial advisors if uncertain about their reporting obligations under these reinstated requirements.
Require Assistance?
If you require assistance in understanding your reporting requirements or preparing and filing your BOI report, contact Expand Counsel.
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