Alert: 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. Because the Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, the Financial Crimes and Enforcement Network (FinCEN) is extending the deadline 30 calendar days from February 19, 2025 to March 21, 2025 for most companies.
It’s been a legal rollercoaster ride for the CTA. Heading into December, most business owners and operators in the U.S. were responsible for filing an initial BOI report with FinCEN pursuant to the CTA by December 31, 2024.
Several recent events have impacted the legal status and enforceability of the anti-money laundering statute, but the February 18th decision ended last nationwide injunction preventing FinCEN’s enforcement of the CTA.
Here’s what businesses need to know: 
- The new BOI report deadline for most companies to file initial, updated and/or corrected reports is March 21, 2025. If your business already submitted an initial report and information in that report has since changed, the March 21, 2025 deadline applies to the updated report. If your business was formed on or after February 19, 2025, you should plan on submitting your initial report within thirty (30) days of the date of formation, irrespective of the March 21, 2025 deadline.
- As demonstrated by the statements and events below, the CTA and applicable filing deadline remain in flux. Nevertheless, reporting companies must plan to submit initial, updated and/or corrected reports by March 21, 2025.
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- On February 19, 2025, FinCEN indicated that it may “further modify deadlines” for entities that do not pose significant national security risks. If FinCEN does so, it will provide yet another update prior to March 21, 2025, “recognizing that reporting companies may need additional time to comply[.]”
- Per FinCEN’s website, “FinCEN . . . 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.” Although potential rule changes may positively impact small businesses in the long-term, this forward-looking statement does not benefit business now. The required content of reports has not changed.
- The House unanimously passed H.R.736, which would give FinCEN authority to extend the compliance deadline for pre-2024 reporting companies to January 1, 2026.
- The constitutionality of the CTA will be taken up by the 5th Circuit on March 21, 2025. Numerous other cases are challenging the CTA.
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If your business has already filed its BOI report, there is nothing more you need to do at this time, unless changes need to be made. If you have not filed your initial report or need to make changes or correct a previously submitted report, you must do so by March 21, 2025.
Ready to file your BOI report? Reporting companies can report their beneficial ownership information directly to FinCEN, free of charge, using FinCEN’s E-Filing system. More information is available here.
If you have questions or concerns about filing your BOI report, please reach out to our Corporate, Business & Banking Team!
FLB will continue to follow any legal updates concerning the CTA. Check back with our website periodically to monitor these updates.
