Corporate Transparency Act Requirements Reinstated

DOWNERS GROVE, ILLINOIS (February 20, 2025) – The roller-coaster ride with the Corporate Transparency Act continued February 18 as a District Judge in Texas lifted the temporary injunction preventing the Financial Crimes and Enforcement Network (FinCEN) from enforcing Beneficial Ownership Information (BOI) reporting.

In a notice from FinCEN, the Department of Treasury said it recognizes that reporting companies may need additional time to comply with BOI reporting obligations, so FinCEN is generally extending the deadline for most companies 30 calendar days from February 19, 2025.

The release from FinCEN said because of the Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to modify deadlines, while prioritizing reporting for entities posing the most significant national security risks. FinCEN also plans to begin a process this year to revise BOI reporting rules to reduce the burden on lower-risk entities, including many U.S. small businesses.

Deadline Updates

• For most reporting companies, the new deadline to file an initial, updated and/or corrected BOI report is March 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with BOI reporting obligations once this update is provided.
• Reporting companies previously given a reporting deadline later than the March 21, 2025 deadline 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. Yellen, No. 5:22-cv-01448 (N.D. Ala) – 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 at this time.

Reporting companies can report their beneficial ownership information directly to FinCEN, free of charge, using FinCEN’s E-Filing system available at https://boiefiling.fincen.gov. More information is available at fincen.gov/boi.

On January 7, 2025, the U.S. District Court of the Eastern District of Texas issued an order staying FinCEN’s regulation implementing the BOI reporting requirements. This precluded FinCEN from requiring BOI reporting or otherwise enforcing the CTA’s requirements. On February 5, 2025, the U.S. Department of Justice – on behalf of the Treasury – filed a notice of appeal of the district’s court order and requested a stay of the order during the appeal.

On February 18, 2025, the court agreed to stay its January 7, 2025, order until the appeal is completed. Given this decision, FinCEN’s regulations implementing the BOI reporting requirements of the CTA are no longer stayed. Thus, subject to any applicable court orders, BOI reporting is now mandatory, but FinCEN is providing additional time for companies to report.

NSGA will continue to monitor the issue.