FinCEN has announced the reinstatement of Corporate Transparency Act (CTA) beneficial ownership information (BOI) reporting requirements, with an extended filing deadline of March 21, 2025, for most reporting companies. This development comes in the wake of recent legal challenges and congressional actions.
Key Points
- New Reporting Deadline: March 21, 2025, is now the deadline for most reporting companies to file initial, updated, or corrected BOI reports.
- Exception for Later Deadlines: Companies with previously assigned reporting deadlines later than March 21, 2025 (e.g., due to disaster relief extensions) should adhere to their original, later deadlines.
- Potential Further Modifications: FinCEN may announce additional deadline modifications before March 21, 2025, recognizing that companies may need more time to comply.
- Focus on High-Risk Entities: FinCEN will assess options to modify deadlines further, prioritizing reporting for entities posing significant national security risks.
- Potential Burden Reduction: FinCEN intends to initiate a process this year to revise the BOI reporting rule, aiming to reduce the burden for lower-risk entities, including many U.S. small businesses.
Legal Context
The reinstatement follows a court order issued on February 17, 2025, in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), which stayed the prior injunction of certain CTA aspects. This decision was influenced by the U.S. Supreme Court’s order in McHenry v. Texas Top Cop Shop, Inc., allowing CTA enforcement.
Ongoing Challenges and Legislative Action
- Multiple cases challenging the CTA’s constitutionality are pending in various courts, as we have advised earlier.
- The U.S. House of Representatives unanimously passed the Protect Small Businesses from Excessive Paperwork Act of 2025 on February 10, 2025, proposing to extend the initial reporting deadline for pre-2024 reporting companies to January 1, 2026.
Recommendations for Reporting Companies
Given the current uncertainty and the impending March 21, 2025 deadline, we strongly advise reporting companies to:
- Closely monitor CTA developments.
- Immediately (re)start preparing BOI reports for filing with FinCEN by the March 21, 2025 deadline.
- Verify eligibility for any of the 23 CTA filing exemptions we described in our earlier advisory.
We will continue to monitor this situation and provide updates as they become available. Please contact our office if you have any questions or concerns regarding your company’s CTA compliance obligations.
The CommLaw Group can help!
Contact us for assistance in navigating your company’s reporting obligations. Our team is ready to support you in ensuring full compliance with all relevant reporting requirements.
Michael Donahue — Tel: 703-714-1319 / E-mail: mpd@CommLawGroup.com
Diana James – Tel: 703-663-6757 / E-mail: daj@CommLawGroup.com
