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The clock is ticking – New BOI reporting deadlines

2/20/25

By: William R. Covino and Nancy M. Reimer

After several months of waiting, tax practitioners finally have clarity: millions of business owners will need to prepare and file beneficial ownership reports (“BOI Reports”) under the Corporate Transparency Act (the “CTA”).   

For those following our prior client updates, you will recall the Eastern District of Texas issued two separate nationwide injunctions, halting the CTA and its reporting requirement. The first injunction was issued in a civil action entitled: Texas Top Cop Shop, Inc. et al. v. Merrick Garland, Attorney General of the United States, et al., Civil Action No. 4:24-CV-478 (“Texas Top Cop Shop”), and the second injunction was issued in a civil action entitled: Samantha Smith and Roberts Means v. U.S. Department Treasury, No. 6:24-CV-336 (“Samantha Smith”). As of February 18, 2025, both injunctions have been lifted while the Fifth Circuit Court of Appeals continues to prepare to hear oral argument on the constitutionality of the CTA and its corresponding reporting requirement on March 25, 2025. 

With the injunctions now lifted, the Financial Crimes Enforcement Network (“FinCen”) issued an alert yesterday, acknowledging reporting companies may need additional time to comply with their BOI reporting obligations. FinCen extended these reporting deadlines as follows: 

• For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided. 

• Reporting 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. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline. 

• As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.),” Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time. 

While this update may not be entirely surprising, it is crucial for tax practitioners to continue to diligently compile the information necessary to file BOI Reports by the new deadline. Although the Fifth Circuit—and possibly the Supreme Court of the United States—may eliminate this reporting requirement altogether given the pending constitutional challenges, tax practitioners should plan to file timely BOI Reports by the pending deadline of March 21, 2025.  

We will continue to follow and report developments concerning the CTA and its reporting requirements 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.