On February 18, 2025, the U.S. District Court for the Eastern District of Texas, lifted its nationwide injunction against enforcement of the Corporate Transparency Act and the required filing of Beneficial Ownership Information Reports (BOIRs) with FinCEN, the Financial Crimes Enforcement Network, an arm of the U.S. Department of Treasury.
FinCEN has extended the reporting deadline by 30 days. BOIRs are now due from most reporting companies by March 21, 2025. Companies which had been granted a later reporting deadline due to recent natural disasters will retain the later reporting date.
FinCEN announced that it will consider modifying deadlines, prioritizing reporting for those entities that pose the most significant national security risks. FinCEN said it intends to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses. Absent accelerated action by FinCEN, however, consider March 21 as the reporting deadline, with the reporting requirements unchanged.
As PrePass reported (https://www.prepassalliance.org/beneficial-ownership-information-reports-are-not-currently-required/), in 2021, Congress adopted the Corporate Transparency Act (CTA), intended to uncover sources of money laundering, fraud, and terrorism financing. Seeking who controls money within corporations, CTA required small corporations (S corps and LLCs) to report “beneficial ownership” information to FinCEN. (That information was already largely known for larger and publicly traded corporations.) The original BOIR reporting deadlines began in December 2024. Litigation and nationwide injunctions delayed the reporting requirement.
On February 10, the U.S. House of Representatives passed the Protect Small Businesses from Excessive Paperwork Act (H.R. 736) unanimously, with a 408-0 vote. Under the bill, existing entities that are “a small business concern” as defined under 15 U.S.C. 632 would have until January 1, 2026, to submit reports about their beneficial owners to FinCEN. A companion bill in the Senate, S. 505, was introduced in the Banking, Housing and Urban Affairs Committee. As with the stated intentions of FinCEN, only accelerated action by Congress would alter the March 21 reporting deadline.
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 https://fincen.gov/boi.