Beneficial ownership information reporting requirements under the Corporate Transparency Act (“CTA”) are once again in effect.
On January 13, 2025 the Supreme Court overturned the December 5, 2024 nationwide injunction barring enforcement of the CTA. This development didn’t result in the filing requirements being reinstated because a second injunction remained in place until that too was overturned by the U.S. District Court for the Eastern District of Texas on February 18, 2025.
The Financial Crimes Enforcement Network (“FinCEN”) released a statement (the full text of which is available here) confirming that entities (1) that were required to file by January 1, 2025, and (2) that would have been required to file before March 21, 2025, must now submit their BOI filings by March 21, 2025. This applies to all initial, updated, and/or corrected BOI filings. All entities with filing deadlines after March 21, 2025 must submit their BOI filings in accordance with the regular filing requirements.
As a reminder, entities formed during 2024 have 90 days from their date of formation to file, and entities formed during 2025 have 30 days from their date of formation to file. So, if an entity otherwise would have been required to file its initial report (or an updated report, which are due within 30 days of any change to reported information) prior to March 21, 2025, it must now file by 3/21/25. If an entity otherwise would have been required to file its initial or updated report after March 21, 2025, it must now file by the regular due date.
FinCEN has also stated that prior to the March 21, 2025 deadline, it will assess its options to further modify reporting 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.
In light of the foregoing, entities should be prepared to meet this new March 21, 2025 filing deadline or their respective later filing deadline.
Our Business & Corporate Law team will continue to monitor further developments. Please contact Best & Flanagan if you have any questions regarding these filing requirements.