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BOI reporting deadline delayed again! 

2/28/25

By: William R. Covino and Nancy M. Reimer

Tax practitioners who have been following our prior client updates may be wondering: who, if anyone, actually wants to require millions of small businesses to file Beneficial Ownership Information (“BOI”) reports under the Corporate Transparency Act (“CTA”)? Despite its rather laudable goals of discouraging the use of shell corporations to disguise and move illicit funds and desire to improve national security, the CTA and its corresponding reporting requirement has been subject to significant scrutiny in the form of multiple nationwide injunctions, a recent bill passed by the United States House of Representatives, and inconsistent treatment by the Fifth Circuit Court of Appeals and United States Supreme Court. 

After navigating through these enforcement obstacles and setting a filling deadline of March 21, the Financial Crimes Enforcement Network (“FinCen”) issued another alert extending this deadline—yet again—announcing it “will not issue any fines or penalties or take any other enforcement action against any companies based on any failure to file or update [BOI] reports pursuant to the C[TA] by the current deadline.” Indeed, FinCen will take no further action on enforcing the CTA and its reporting requirement until “a forthcoming interim rule becomes effective and the new relevant due dates in the interim rule have passed.” The extension is designed to reduce “regulatory burden on businesses” and to prioritize those entities that “pose the most significant law enforcement and national security risks.” Finally, FinCen announced it intends to solicit public comments on potential revisions to the BOI reporting requirements and consider those comments in its proposed rulemaking anticipated to be issued later this year. 

While this news may cause many practitioners to sigh relief, we continue to recommend practitioners compile the information necessary to file BOI Reports when a deadline is ultimately imposed. We will continue to follow and report developments concerning the CTA to you.  

For more information on this topic, please contact Nancy Reimer at nancy.reimer@fmglaw.com, Will Covino at william.covino@fmglaw.com or your local FMG relationship partner.