By: Gabby Shirley & Emma Tedder*
Beneficial Ownership Information (“BOI”) reporting under the Corporate Transparency Act (the “CTA”) is once again mandatory. On February 18, 2025, the CTA was reinstated 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. lifting the nationwide preliminary injunction against CTA enforcement. The CTA was temporarily blocked from enforcement on December 26, 2024, following the ruling of a panel of judges on the United States Court of Appeals for the Fifth Circuit.
Accordingly, on February 18, 2025, in a notice to the public (“Notice”), the Financial Crimes Enforcement Network (“FinCEN”) announced that reporting companies are once again required to file BOI reports with FinCEN. The deadline to file an initial, updated, and/or correct BOI report is March 21, 2025 (the “Revised Filing Deadline”). FinCEN will provide an update prior to the Revised Filing Deadline if there are any changes, “recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.”
In its Notice, FinCEN stated that: “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.” The Notice is available here.
You are responsible for ensuring compliance with the CTA, determining whether any entities are required to file BOI reports, whether there is an applicable exemption, and ensuring that any BOI provided to FinCEN in any BOI report is complete and accurate. If you determine that a BOI report is required, we encourage you to file this report with FinCEN as soon as possible to avoid any delays in processing.
You can file a BOI report directly with FinCEN here or contact a third-party service provider to file the report on your behalf. Once filed, you remain responsible for staying informed regarding any changes to CTA rules, regulations, and requirements, and to update BOI reports as required under the CTA.
*Law Clerk, 2025