On February 18, 2025, FinCEN issued a notice reinstating the Beneficial Ownership Information (BOI) reporting requirements of the Corporate Transparency Act (CTA).
As a result, businesses ARE REQUIRED to file BOI reports with FinCEN. Additionally, the notice announced that "FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies." Accordingly, the filing deadline for most reporting companies is now March 21, 2025. For a full explanation of deadline extensions, please read the FinCEN notice here.
The notice follows a decision 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., 6:24-cv-00336 (E.D. Tex.) to stay a nationwide preliminary injunction—or block—on the reporting requirements. The stay lifted the injunction and effectively reinstated reporting requirements. It follows a January 23, 2025 ruling by the U.S. Supreme Court which stayed a similar nationwide injunction in another case (Texas Top Cop Shop, Inc. v. Bessent—formerly, Texas Top Cop Shop, Inc. v. McHenry and Texas Top Cop Shop v. Garland).
The landscape on this issue will continue evolving. In addition to ongoing litigation, legislative efforts are also underway to amend or repeal the BOI reporting requirements. On February 11, 2025, a bill that would extend the filing deadline to January 1, 2026 was passed by the U.S. House of Representatives and will move to the Senate.
We will continue to provide additional updates as information becomes available.