Just when you thought you had a handle on Beneficial Ownership Information (BOI) reporting, the rules have changed again: reporting is now mandatory, with a deadline of March 21, 2025
On January 2, we wrote about the on-again, off-again decisions being made regarding the filing of beneficial ownership information (BOI) with the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). We followed that up on January 30 with an article that a further delay in reporting was again in place.
Well, time for another update. There is yet another about turn in filing requirements. In short, on February 18, the U.S. District Court for the Eastern District of Texas essentially reversed its earlier decision with the result being that BOI reporting is again now mandatory. For most reporting companies, the new deadline to file an initial, updated, or corrected BOI report is March 21, 2025.
Because Treasury recognizes that reporting companies may need the additional time needed to comply with BOI reporting obligations, FinCEN is generally extending the deadline for 30 days from February 19 to March 21 for most companies – unless of course there are even further delays resulting from judicial decisions, regulatory actions or enacted legislation that could yet again reverse the current mandatory reporting requirements.
We note the potential for additional changes for a couple of reasons:
- FinCEN itself states 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.”
- FinCEN 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.
- The House of Representatives voted 408-0 on February 10 in favor of pushing the CTA’s reporting deadline to January 1, 2026 under H.R. 736 – Protect Small Business from Excessive Paperwork Act of 2025. The measure is now pending in the Senate.
- There are still a number of cases throughout the country challenging the constitutionality of the Corporate Transparency Act.
Reporting companies impacted by certain hurricanes may have extended reporting deadlines past March 21. For example, if a company’s current BOI reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline. Additional information is available at the FinCEN website.
FinCEN also reminds reporting companies that they can report their BOI directly, free of charge, using the agency’s e-filing system.
Recommendations for Reporting Companies
If your company has not already taken steps to gather the necessary information required to be reported, it should do so immediately and be prepared to file by March 21. In the wake of these constant changes, some reporting companies may decide to just simply file their reports to get this behind them, regardless of whether there are any future delays.
Finally, reporting companies that filed an initial report in 2024 but have changes in beneficial owners may have to file an updated report by the new deadline. For those that decide to further delay filing, they should continue to monitor the proceedings, just as we will.
As a reminder, any reporting requirements under FinCEN are not tax filings under the Internal Revenue Code. We encourage you to consult with your legal counsel for additional information and filing requirements regarding beneficial owner reporting obligations.
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