Corporate Transparency Act – Reporting Obligations are Back in Effect

The Financial Crimes’s Enforcement Network of the U.S. Treasury Department (“FinCEN”) Beneficial Ownership Information (“BOI”) reporting obligations under the Corporate Transparency Act (“CTA”) are once again back in effect.

Key Updates

• Extended Reporting Deadline – FinCEN has extended the BOI reporting deadline by 30 days. The new deadline for most companies is now March 21, 2025. This extension follows a court decision in Smith, et al. v. U.S. Department of the Treasury, et al., which reinstated the BOI reporting requirements.
• Planned Revisions – FinCEN intends to revise the BOI reporting rule to alleviate the compliance burden on lower-risk entities, including small businesses. We will keep you updated on any developments regarding these revisions.
• Disaster Relief Extensions – Companies that have received disaster relief extensions with deadlines later than March 21, 2025, should continue to adhere to their original deadlines.
• Exemptions – Certain entities, such as those involved in National Small Business United v. Yellen, are currently exempt from reporting requirements.
• Reporting Process – 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.

Background

On January 7, 2025, the U.S. District Court for the Eastern District of Texas issued an order staying FinCEN’s regulations implementing the BOI reporting requirements, precluding 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 Treasury—filed a notice of appeal of the district court’s order and, in parallel, 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.

This is an update on our previous update here.