Back in Business: BOI Reporting Deadlines Reinstated
Background Recap
Following months of back-and-forth court rulings, the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again in effect. While prior court decisions had temporarily halted enforcement, a federal court ruling on February 17, 2025 lifted the injunction, allowing FinCEN to proceed with enforcement of the CTA.
In response to the shifting legal landscape, FinCEN has extended the BOI reporting deadlines to provide additional time for compliance. Below is an overview of the latest deadlines and legislative updates affecting companies subject to the CTA.
Current BOI Reporting Deadlines
Existing Companies (Registered before January 1, 2024): The new deadline to file an initial BOI report is now March 21, 2025.
New Companies (Registered on or after February 18, 2025): BOI reports must be filed within 30 days from the date of creation or registration.
Companies with Disaster Relief Extensions: Companies previously granted an extended deadline due to federally declared disasters should adhere to the later deadline assigned to them.
While these deadlines are now in effect, FinCEN has signaled that it may consider further adjustments. Companies should remain attentive to potential changes and ensure compliance within the prescribed timeframes.
Legislative Developments: Potential Extension for Pre-2024 Companies
On February 10, 2025, the House of Representatives passed the Protect Small Businesses from Excessive Paperwork Act (H.R. 736). This bill proposes extending the BOI reporting deadline to January 1, 2026 for companies that existed before January 1, 2024. The bill is currently pending Senate action, and its future remains uncertain. If passed, it would offer additional relief for existing businesses that are subject to the CTA, but as of now, the March 21, 2025, deadline remains in effect.
Uncertainty Surrounding Future CTA Compliance
The legal status of the CTA remains unsettled, with pending challenges still working through the courts. Notably, the Supreme Court is scheduled to hear arguments on a related case in April 2025, after the current compliance deadline. In addition, FinCEN has indicated plans to reassess the BOI reporting rule to reduce burdens on low-risk entities. These factors introduce the possibility of further modifications to the reporting framework.
Key Takeaways for Reporting Companies
Immediate Compliance is Required: The injunction is lifted, and FinCEN has reinstated reporting obligations. Reporting companies must file by their applicable deadlines to avoid penalties.
Potential for Further Changes: All businesses should remain informed of legislative and judicial developments that could impact reporting obligations.
Enforcement Risks: Non-compliance with the BOI reporting rules can result in significant civil and criminal penalties, including daily fines.
For businesses navigating these compliance requirements, including whether your company is subject to the BOI reporting requirements, seeking legal counsel can help ensure that required BOI filings are properly prepared and submitted on time.
We will continue to monitor developments and provide updates as new information emerges. If you have questions about how these changes impact your business, contact us today for guidance and support.