March 21, 2025: Beneficial Ownership Information (BOI) Reporting Deadline Approaches
02.21.25
On January 1, 2024, the Corporate Transparency Act (CTA) took effect. This federal law requires many small business entities (and even entities without business operations) to report information about their owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Treasury Department. Implementation of the CTA has faced several legal challenges, leading to temporary injunctions that have delayed its enforcement since December 2024.
On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith v. U.S. Department of the Treasury lifted the last remaining preliminary injunction that had put a nationwide hold on beneficial ownership information (BOI) reporting. As a result, entities covered by the CTA are again required to file BOI reports.
Here are the latest developments as of February 20, 2025.
Key Compliance Dates
Companies required to file BOI reports with FinCEN are called “reporting companies.”
- Most reporting companies formed before January 1, 2024, must file their initial BOI reports by March 21, 2025.
- Reporting companies formed between January 1, 2024, and December 31, 2024, had (or have) 90 days from their formation date to file.
- Reporting companies created on or after January 1, 2025, must file within 30 days of formation.
- After filing an initial report, companies must submit an updated report within 30 days of any change in beneficial ownership. Any updated or corrected BOI reports that were due but not filed during the injunction period must now be submitted by March 21, 2025.
Action Required by March 21, 2025
If your business may be subject to the March 21 reporting requirement, you should begin collecting the following information:
- The reporting company’s legal name, address, jurisdiction of formation and taxpayer identification number.
- The full legal name, date of birth, current residential address and unique identification number (e.g., from a passport or driver’s license) of each “beneficial owner,” along with an image of the identification document.
Monitoring Legislation, Court Activity and FinCEN Guidance
On February 11, 2025, the U.S. House of Representatives (by a vote of 408-0) approved a bill to extend the BOI report filing deadline to January 1, 2026, for reporting companies formed before January 1, 2024. The House bill was referred to the Senate Committee on Banking, Housing and Urban Affairs on February 11, 2025. The bill is now under review by the Senate, but no extension has been enacted.
While legal and legislative challenges to the CTA continue, businesses should prepare to comply with the current March 21, 2025 deadline.
On February 19, 2025, FinCEN announced it 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.
If you have any questions or would like assistance preparing your BOI report, please contact Tim Nelson, Jerry Holisky, or the Aronberg Goldgehn attorney with whom you regularly work.
