A recent federal court order by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al.,1 stayed the national preliminary injunction blocking the enforcement of the Corporate Transparency Act (CTA) pending the disposition of its appeal (for more information see Sidley’s update on January 27, 2025). In response, on February 19, 2025, the Financial Crimes Enforcement Network (FinCEN) published a notice on its beneficial ownership information (BOI) website that generally extended the reporting deadline for 30 calendar days from February 19, 2025, for the vast majority of reporting companies (i.e., until March 21, 2025) and stated that “in keeping with Treasury’s commitment to reducing 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 burden for lower-risk entities, including many U.S. small businesses.”2
- New BOI Report Filing Deadlines:
- For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025. FinCEN stated in its notice that it will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.
- Exceptions to the March 21, 2025, Deadline:
- Reporting companies that were previously given a reporting deadline later than March 21, 2025, 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.
- Plaintiffs in National Small Business United v. Yellen3 — 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.
- Reporting companies formed or (first) registered after February 19, 2025, must file within 30 days from the date of creation or registration.
Additionally, the House recently passed a bill to extend the BOI reporting deadline for reporting companies formed or (first) registered prior to January 1, 2024. The bill is now with the Senate, and it is to be determined whether it will be passed as drafted.
Because FinCEN stated that it will provide an update on any further deadline modification before March 21, 2025, reporting companies should continue to identify their beneficial owners and gather information required for filing but may want to hold off on making the filing until after FinCEN provides such update.
1Smith et al v. United States Department of the Treasury et al., 6:24-cv-00336 (E.D. Texas, Feb. 17, 2025).
2See FinCEN, Alert: Ongoing Litigation – Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.): Corporate Transparency Act reporting requirements back in effect [Updated February 19, 2025] and ALERT [updated Feb. 19, 2025]: Beneficial ownership reporting requirements are back in effect, with a new deadline of March 21, 2025 for most companies. FinCEN will assess its options for further modifying deadlines. For more info, see notice.
3See FinCEN, Alert: Ongoing Litigation – National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.) [Updated February 19, 2025].
