On February 18, 2025, the U.S. District Court for the Eastern District of Texas issued a ruling in Smith, et al. v. U.S. Department of the Treasury, et al., which effectively reinstated the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA). As a result, reporting companies are once again required to comply with these obligations.
FinCEN’s Extension of the BOI Reporting Deadline
Recognizing that businesses may need additional time to meet their BOI reporting requirements, the Financial Crimes Enforcement Network (FinCEN) has extended the deadline by 30 calendar days from February 19, 2025. This means that most reporting companies now have until March 21, 2025, to file their initial, updated, or corrected BOI reports.
During this extension period, FinCEN will continue assessing ways to further adjust deadlines, with a focus on prioritizing entities that pose significant national security risks. Additionally, FinCEN has announced plans to initiate a revision of the BOI reporting rule to alleviate regulatory burdens on lower-risk entities, including many small businesses in the United States.
Updated BOI Reporting Deadlines
- New General Deadline: March 21, 2025, for most reporting companies.
- Exceptions: If a reporting company was granted a later deadline due to disaster relief extensions or other circumstances, it should adhere to that specific deadline instead of March 21.
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- Exempt Entities: Plaintiffs in National Small Business United v. Yellen (including Isaac Winkles, reporting companies for which he is a beneficial owner, and members of the National Small Business Association as of March 1, 2024) are not required to report their BOI information to FinCEN at this time.
Who Needs to File BOI?
The following companies, called the “Reporting companies”, may be required to report:
Domestic reporting companies: These include corporations, LLCs, and other entities created by filing with a secretary of state in the US.
Foreign reporting companies: These include entities registered to do business in the US by filing with a secretary of state.
What This Means for Your Business
Businesses that fall under BOI reporting requirements should take advantage of the additional time provided to ensure full compliance with the CTA. Companies should:
- Review their BOI reporting obligations and gather the necessary information.
- Monitor FinCEN updates for potential further deadline modifications.
- Seek professional guidance if uncertain about compliance requirements.
With FinCEN working toward regulatory relief for lower-risk entities, small businesses may see additional changes to ease compliance in the coming months. Stay informed and ensure your business meets the necessary requirements before the deadline.
For the latest updates on BOI reporting and compliance, visit the official FinCEN website or sign up for Tax1099 newsletter.
