The US Treasury’s FinCEN issued an alert on its BOI webpage with an update on beneficial ownership reporting requirements on 19 February 2025, announcing the reinstatement of BOI reporting requirements following an 18 February decision by the US District Court for the Eastern District of Texas. The Court decided to stay its earlier nationwide injunction, bringing the requirements back into effect.
In light of a recent federal court order, reporting companies are not required to file beneficial ownership information with FinCEN and are not liable if they fail to do so while the order is in effect. However, companies may voluntarily submit beneficial ownership information reports.
With the 18 February 2025 decision by the US District Court for the Eastern District of Texas in Smith et al. v. US Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. However, because the Department of the Treasury recognises that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline by 30 calendar days from 19 February 2025 for most companies.
Notably, in keeping with the Treasury’s commitment to reducing the regulatory burden on businesses, during this 30-day period, FinCEN will assess its options to further modify deadlines while prioritizing reporting for those entities that pose the most significant national security risks.
FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce the burden for lower-risk entities, including many US small businesses.
Updated deadlines
- For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now 21 March 2025. FinCEN will provide an update before then of any further modification of this deadline, recognising that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.
- Reporting companies that were previously given a reporting deadline later than the 21 March 2025 deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)“, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
- For updates on other litigation related to the Corporate Transparency Act and its effect on reporting requirements for certain plaintiffs, see alerts below.
