Effective February 18, 2025, and until further notice, beneficial ownership information report filings under the Corporate Transparency Act are once again legally required.
The deadline for most reporting companies to file beneficial ownership information (BOI) reports is now March 21, 2025; provided, however, that newly formed entities have thirty (30) days following formation to file.
Since December 3, 2024, when the United States District Court in the Eastern District of Texas issued a preliminary injunction enjoining the enforcement of the Corporate Transparency Act (CTA) nationwide,1 there have been rapid updates applicable to reporting companies regarding the enforceability of the CTA, including the following:
- On December 23, 2024, the Fifth Circuit Court of Appeals issued an order reviving the January 1, 2025, deadline for reporting companies to file BOI reports with the Financial Crimes Enforcement Network (FinCEN) under the CTA.2 The order restored the government’s ability to enforce the CTA while appealing the injunction.
- On December 26, 2024, the Fifth Circuit vacated the December 23, 2024, decision wherein the Court revived enforcement of the CTA.3 In other words, the injunction was back in effect and BOI reporting was not required at that time. An appeal to the United States Supreme Court was filed shortly thereafter on December 31, 2024.
- On January 7, 2025, the United States District Court in the Eastern District of Texas issued a separate nationwide injunction against enforcement of the CTA in Smith v. United States Dep’t of the Treasury.4 This decision did not modify the stay of BOI reporting deadlines that was already in place from Texas Top Cop Shop, discussed above.
- On January 23, 2025, the United States Supreme Court lifted the Texas Top Cop Shop injunction that blocked enforcement of the CTA.5 However, reporting deadlines remained paused due to the separate injunction entered in Smith.
- On February 5, 2025, the Department of Justice appealed the Smith decision to the Fifth Circuit Court of Appeals.
- On February 17, 2025, and in light of the Supreme Court’s January 23, 2025 decision in Texas Top Cop Shop, the District Court lifted the injunction entered in Smith pending the disposition of the appeal.6 As a result, as of February 17, 2025, both injunctions have been lifted.
On February 18, 2025, FinCEN published a Notice (the “Notice”) confirming that BOI report filings are once again legally required.7 The Notice provides that (1) “[f]or the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025,” and (2) “[r]eporting 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.”
The March 21, 2025, deadline applies to all entities formed prior to January 1, 2024, entities created in 2024 and 2025, and entities needing to file updated and/or corrected BOI reports. However, entities that have a later deadline under a different provision of the reporting rule or a previous update, including, for example, entities created within 30 days before March 21, 2025, and entities subject to disaster relief extensions, will keep such later deadline. Newly formed entities have 30 days from the date of formation to file a BOI report and all entities have 30 days to update existing reports from the date the change in reporting information occurs.
FinCEN indicates in the Notice that FinCEN will provide an update regarding any further modification to the March 21, 2025 deadline prior to the passing of that date. This is a rapidly evolving situation. We will continue to update this alert as more information becomes available.
1 Texas Top Cop Shop, Inc. v. Garland, No. 4:24-CV-478, 2024 WL 4953814 (E.D. Tex. Dec. 3, 2024).
2 Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, 2024 WL 5203138 (5th Cir. Dec. 23, 2024).
3 Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, 2024 WL 5224138 (5th Cir. Dec. 26, 2024).
4 Smith et al v. United States Dep’t of the Treasury, No. 6:24-cv-336-JDK, 2025 WL 41924 (E.D. Tex. Jan. 7, 2025).
5 McHenry v. Texas Top Cop Shop, Inc., 604 U.S. __ (2025).
6 Smith et al v. United States Dep’t of the Treasury, No. 6:24-cv-336-JDK, Doc. No. 39 (E.D. Tex. Feb. 17, 2025).
7 See https://fincen.gov/sites/default/files/shared/FinCEN-BOI-Notice-Deadline-Extension-508FINAL.pdf.
First posted on December 27, 2024, and subsequently updated on January 28, 2025, and February 20, 2025.