Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA) is back in effect following a February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al. In response, the Department of the Treasury has extended certain deadlines to help businesses comply.
Recognizing that businesses need more time to comply, FinCEN is extending the deadline for reporting companies to file their initial BOI Report to March 21, 2025. FinCEN plans to revise the BOI reporting rule to ease regulatory burdens on lower-risk entities, including small businesses. Nevertheless, until any such changes are implemented all businesses not otherwise exempt from the requirement must file by the March 21 deadline or risk substantial fines.
In the long term, CTA reporting remains uncertain. Bills in Congress could further lessen or eliminate the requirement, the executive branch may act, and the Supreme Court is scheduled to hear arguments in April 2025—after the current deadline—adding to the uncertainty.
Updated Deadlines for BOI Reporting
- For Most Reporting Companies
- New Deadline: March 21, 2025
- FinCEN may further modify this deadline and provide updates accordingly.
- For Reporting Companies with Later Deadlines
- Companies with deadlines later than March 21, 2025, must file their initial BOI report by their assigned later deadline.
- For example, companies qualifying for certain disaster relief extensions should follow their extended deadlines.
- Exempt Entities
- As indicated in the alert titled Notice Regarding National Small Business United v. Yellen, Plaintiffs in National Small Business United v. Yellen, including Isaac Winkles, entities owned by him, the National Small Business Association, and its members as of March 1, 2024, are not required to report BOI at this time.
Why BOI Reporting Matters
BOI reporting is a critical part of the Corporate Transparency Act, which aims to:
- Enhance corporate transparency
- Combat financial crimes, including money laundering and tax evasion
Non-compliance can result in severe penalties, including:
- Fines of up to $500 per day
- Criminal penalties, including potential imprisonment
How to File Your BOI Report
Reporting companies can submit their BOI reports directly to FinCEN, free of charge, using FinCEN’s E-Filing system available at https://boiefiling.fincen.gov. Additional details are available at fincen.gov/boi. Widerman Malek can help you determine whether your business is required to file a BOI Report and if you are required to file, we can assist with the filing process.
Legal Background
- On January 7, 2025, the U.S. District Court for the Eastern District of Texas issued an order staying FinCEN’s BOI reporting regulations, preventing enforcement of CTA requirements.
- On February 5, 2025, the U.S. Department of Justice filed a notice of appeal and requested a stay of the order during the appeal process.
- On February 18, 2025, the court stayed its January 7, 2025, order, reinstating FinCEN’s BOI reporting requirements.
As a result, subject to any applicable court orders, BOI reporting remains mandatory. However, FinCEN is providing additional time for businesses to comply.
How Widerman Malek Can Help
While legal proceedings continue, businesses should proceed as though the CTA remains enforceable. The Department of the Treasury continues to assert the CTA’s constitutionality. We will update this website as any new information is reported.
However, in the meantime the filing requirement remains in effect. Don’t wait until the last minute. The March 21, 2025, deadline is approaching fast. Contact Widerman Malek today to ensure your business stays compliant and avoids unnecessary penalties at 321-255-2332.
