Corporate Transparency Act Update: BOI Reporting Deadline Moved to March 21, 2025

Recent federal court decisions and FinCEN guidance have reinstated most entities’ obligations to file Beneficial Ownership Information (BOI) reports under the Corporate Transparency Act (CTA). Notably, following a February 17 order by the U.S. District Court for the Eastern District of Texas in Smith v. U.S. Department of the Treasury, the previously enforced nationwide injunction is stayed, and FinCEN’s BOI reporting requirements are back in effect.

New Deadline for Most Companies

FinCEN has extended the filing deadline for most reporting companies to March 21, 2025. This 30-day extension (counting from February 19, 2025) is aimed at giving businesses additional time to gather information and submit their initial, updated, or corrected BOI reports. FinCEN has also indicated it may make further deadline adjustments before March 21, particularly for lower-risk entities such as small businesses.

Exceptions and Other Notable Points

• If your company already had a filing date later than March 21—due to, for example, certain disaster relief measures—you should stick to that later deadline.

• Plaintiffs in National Small Business United v. Yellen are currently not required to file, pending further court developments.

• Newly formed or registered entities (on or after February 19, 2025) generally must submit their BOI reports within 30 days of formation or registration.

• The House of Representatives has passed a bill that, if enacted, would extend the filing deadline for pre-2024 entities to January 1, 2026. Whether this legislation will pass in its current form remains uncertain.

Although FinCEN may announce additional modifications, most reporting companies should continue preparing. This means identifying beneficial owners, securing required personal and company information, and having all records in order. If FinCEN or Congress enacts a further extension, last-minute filers may benefit, but those who stay proactive will be best positioned to remain compliant regardless.