Legal Bulletins
Corporate Transparency Act: BOI Reporting Requirements Under CTA are Back in Effect
In the “on-again, off-again” world of filing Beneficial Ownership Information Reports (BOIRs) under the Corporate Transparency Act (CTA), the Financial Crimes Enforcement Network (FinCEN) has just announced that the filing requirements are back on.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas (Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336), stayed the injunction against FinCEN’s enforcement of the CTA’s beneficial ownership information (BOI) reporting requirements. As a result, FinCEN announced on February 18 that the BOI reporting requirements are back in effect with a new deadline of March 21, 2025 for most companies.
FinCEN also announced that it will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN 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.
We therefore recommend that reporting companies formed before February 20, 2025 that have not yet filed a BOIR with FinCEN be prepared to do so no later than March 21, 2025. Reporting companies should not rely on the possibility that FinCEN will further modify deadlines beyond the March 21, 2025.
Originally, the CTA provided that any reporting companies formed on or after January 1, 2024 and before January 1, 2025 had 90 days to file their BOIRs, and any reporting companies formed on or after January 1, 2025 must file within 30 days of formation. However, due to FinCEN’s recent announcement, reporting companies formed on or after January 1, 2025 and before February 19, 2025 now have until March 21, 2025 to file an initial BOIR.
You should also note that there are several other lawsuits pending that challenge the CTA. In addition, there is legislation pending in Congress that would, if signed into law, extend the deadline for reporting companies formed on or before December 31, 2023 to file a BOIR to January 1, 2026. H.R. 736 passed in the House of Representatives and S.505, its companion bill, is pending in the Senate. We will continue to monitor this situation closely and provide updates as they become available.
For more information concerning the CTA and its reporting requirements, please contact James McKittrick or Michele Walsh.
For other articles related to the CTA, visit our Corporate Transparency Act Resource Page.