On February 18, 2025, the U.S. Court of Appeals for the Fifth Circuit lifted the stay on enforcement of the Corporate Transparency Act (CTA) in Smith v. U.S. Department of the Treasury. This decision allows the U.S. Department of the Treasury to enforce the CTA while legal challenges of its constitutionality continue.
Previously, the Financial Crimes Enforcement Network (FinCEN) had extended the Beneficial Ownership Information (BOI) reporting deadline by 30 days from the lifting date of the stay. During this period, FinCEN will assess potential modifications to reporting requirements, particularly for lower-risk entities, such as small businesses, while prioritizing compliance for higher-risk entities, such as those with national security implications.
What This Means for Your Company
Although the CTA remains under legal challenge, companies subject to the BOI reporting requirements should begin preparing for compliance. Furthermore, pending federal legislation that could affect the CTA includes an approved House bill extending initial reporting deadlines to 2026. It is awaiting Senate approval, meaning additional changes could be coming.
Updated BOI Reporting Filing Deadlines
With the lifting of the injunction, FinCEN has issued the following updates regarding filing deadlines:
For most reporting companies, the new deadline to file an initial, updated, or corrected BOI report is March 21, 2025. FinCEN will provide further updates before this date if any changes to the deadline are necessary, recognizing that companies may need extra time to meet their BOI reporting obligations.
Companies with a previously assigned reporting deadline later than March 21, 2025, should file their initial BOI report by that deadline. For example, if the company deadline is April 2025 due to disaster relief extensions, it should follow the April deadline, not the March one.
The March 21, 2025, deadline applies to most companies formed in 2024 or between January 1 and February 18, 2025. Exceptions may apply to companies eligible for limited BOI reporting exemptions or a July 1, 2025, extension due to 2024 named hurricanes.
Companies formed on or after February 19, 2025, have the standard 30 days to file their initial BOI report.
Reminders
All companies must file an amended BOI report if there are any updates to previously reported information. It includes changes to the entity's name or address or any modifications to a beneficial owner's identity, name, or address.
Check the FinCEN website for more details to ensure your business meets all requirements.
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