Corporate Transparency Act BOI Reporting Requirements Reinstated: New Deadlines Announced

On February 18, 2025, the Corporate Transparency Act (CTA) beneficial ownership information (BOI) reporting requirements were 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. On February 19, 2025, FinCEN announced it would provide 30 calendar days for most reporting companies to file an initial BOI report.

• For all reporting companies formed prior to January 1, 2024, the deadline to file an initial report is now March 21, 2025.  There remain ongoing legislative efforts to provide an extension for these reporting companies to comply.
• For all reporting companies formed on or after January 1, 2024, and on or before February 18, 2025,  the deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025.
• All reporting companies formed on or after February 19, 2025, will have 30 days to file an initial beneficial ownership report.
• Reporting companies that were previously given a later reporting deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions due to Hurricane Milton, Hurricane Helene, Hurricane Debby, Hurricane Beryl, or Hurricane Francine, the April deadline applies.

FinCEN indicated that it may yet modify these deadlines, recognizing that some reporting companies may need additional time to comply with their BOI reporting obligations.  FinCEN also announced that it intends to initiate a process this year to revise the BOI reporting rule to reduce the burden for lower-risk entities, including many U.S. small businesses.  

Please contact the Honigman Corporate Transparency Act Task Force or your regular firm attorney with questions regarding your company’s filing considerations.