FinCEN Extends Beneficial Ownership Information Reporting Deadline by 30 Days; Announces Intention to Revise Reporting Rule

WASHINGTON, D.C. –– With the 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., 6:24-cv-00336
(E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate
Transparency Act (CTA) are once again back in effect. However, because the Department of the
Treasury (Treasury) recognizes that reporting companies may need additional time to comply with
their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from
February 19, 2025, for most companies.
Notably, 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, while
prioritizing reporting for those entities that pose the most significant national security risks.
FinCEN also 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.
Updated Deadlines

• For the vast majority of reporting companies, the new deadline to file an initial, updated, and/
  or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then
  of any further modification of this deadline, recognizing that reporting companies may need
  additional time to comply with their BOI reporting obligations once this update is provided.
• Reporting companies that were previously given a reporting deadline later than the March
  21, 2025 deadline must file their initial BOI report by that later deadline. For example, if a
  company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief
  extensions, it should follow the April deadline, not the March deadline.
• As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen,
  No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the
  beneficial owner or applicant, the National Small Business Association, and members of the
  National Small Business Association (as of March 1, 2024)—are not currently required to report
  their beneficial ownership information to FinCEN at this time.
  FINCEN NOTICE
  2
  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.

–United States Department of the Treasury, Financial Crimes Enforcement Network