Alert

CTA’s Beneficial Ownership Reporting Requirement Resumes – At Least for Now

February 19, 2025

As the saga of on-again-off-again requirements continues to unfold, FinCEN’s Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA) have undergone significant changes due to recent legal developments.

On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.) lifted the injunction on the CTA, putting the BOI reporting requirements back into effect.

In response to this decision, FinCEN has extended the reporting deadlines.

Updated Reporting Deadlines

• The new deadline for the majority of reporting companies to file initial, updated, and/or corrected BOI reports is now March 21, 2025.

• Companies previously given a reporting deadline later than March 21, 2025 (e.g., plaintiffs in National Small Business v. Yellen and those qualifying for disaster relief extensions) should adhere to their original deadlines.

Ongoing Developments

FinCEN has announced some important updates:

• A 30-day period during which FinCEN will assess options to further modify deadlines while prioritizing reporting for 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 U.S. small businesses.

Current Reporting Status

As of February 19, 2025, reporting companies are, again, required to file BOI reports with FinCEN, but, as noted above, the majority of reporting companies now have until March 21, 2025, to file BOI reports. Note, however, that the situation could change, resulting in FinCEN publishing future updates.

Recommendations for Reporting Companies

Because CTA implementation is evolving, reporting companies must:

• Stay informed about potential deadline changes and rule revisions.
• Continue gathering the necessary information for BOI reports and be prepared to act quickly.
• Be prepared to file any initial, updated, or corrected BOI reports by the new March 21, 2025, deadline unless otherwise specified.

Because of the yo-yo-like history of the CTA and BOI reporting, reporting companies need to remain diligent in gathering required information and cognizant of seemingly ever-changing requirements.