Following nearly a year of legal challenges, the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect, with a current filing deadline of March 21, 2025.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas in Smith v. U.S. Department of the Treasury lifted a ban against the enforcement of the CTA, effectively reinstating the BOI reporting requirements. The Eastern District of Texas’ order followed the Supreme Court’s decision to halt a prior pause of the CTA in McHenry v. Texas Top Cop Shop Inc., another lawsuit challenging the constitutionality of the CTA.
Following the court’s decision, the Financial Crimes Enforcement Network (FinCEN) extended the deadline for filing a BOI Report to March 21, 2025. FinCEN also stated that it intends to review and revise the BOI reporting rule to reduce the burden of submitting BOI Reports for many U.S. small businesses and determine whether any additional extensions to the March 21st reporting deadline are necessary. Currently, it is unclear when such revisions should be expected or what they will entail.
For the vast majority of reporting companies, the new deadline to file an initial BOI report is now March 21, 2025.[1] For reporting companies that have already filed a BOI report, no further action is required. Reporting companies that previously filed BOI Reports but whose reported information has changed (e.g., new ownership or address) since the reporting requirements were halted should also file any updated and/or corrected BOI Reports by March 21, 2025.
FinCEN will provide an update before the March 21st deadline in the event that it determines that further extensions to the reporting deadline are necessary for timely and accurate compliance with the CTA.
Despite this development, the legal challenges to the CTA are still ongoing. The Fifth Circuit Court of Appeals is anticipated to rule further regarding the constitutionality of the CTA. The ruling(s) will have significant implications regarding enforcement of the BOI reporting requirements. Additional Client Alerts will be published once the rulings are announced.
Until further notice, reporting companies can file their BOI Reports directly with FinCEN, free of charge, using FinCEN’s E-Filing system.
The FinCEN Notice regarding the recent U.S. District Court decision can be found here.
Should you have any questions regarding the above, including determining whether your entity should file an initial or updated BOI Report, please contact the Garfunkel Wild FinCEN Committee at FinCENCommittee@garfunkelwild.com, the authors, the Garfunkel Wild attorney with whom you regularly work, or contact us at info@garfunkelwild.com.
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[1] Note that this March 21st deadline does not apply to reporting companies that qualified for certain disaster relief extensions with deadlines later than March 21st, 2025. If you received an extension, follow the later deadline.