CURRENT MONTH (February 2025)
Corporate Transparency Act Update: Most Beneficial Ownership Information Filings Are Now Mandatory, but the Filing Deadlines Are Uncertain
By William E. H. Quick, Polsinelli PC[1]
Corporate Transparency Act (“CTA”) filing obligations are now back in effect. If you adopted a wait-and-see posture in regard to making CTA beneficial ownership information (“BOI”) filings, the wait is over, but the compliance deadlines remain uncertain.
The CTA has been subject to nationwide injunctions that prohibited FinCEN’s enforcement of the CTA’s filing deadlines. Because the last of these injunctions (in the 5th Circuit case Smith v. U.S. Dep’t of the Treasury) is now stayed, FinCEN is free to enforce the CTA filing deadlines again. In response to this ruling, FinCEN announced on February 19, 2025:
With the . . . decision . . . in [Smith v. Treasury], [BOI] reporting requirements under the [CTA] are once again back in effect. However, because [Treasury] recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies. . . .
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.
FinCEN also noted, “Plaintiffs in National Small Business United v. Yellen . . . are not currently required to report their beneficial ownership information to FinCEN at this time.”
Entities created or registered prior to 2024 are required to complete their initial BOI filing by March 21, 2025 (or a soon to be announced alternate date). Entities formed on or after January 1, 2024, likewise, are required to complete their initial BOI filing by the later of March 21, 2025 (or a soon to be announced alternate date), or thirty days from their date of creation or registration (or ninety days for entities created of registered in 2024).
The “Alternate Dates”
FinCEN issued a release on February 27, 2025, stating that “it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update [BOI] reports pursuant to the [CTA] by the current [March 21, 2025] deadlines.” FinCEN further noted that “[n]o later than March 21, 2025, FinCEN intends to issue an interim final rule that extends BOI reporting deadlines . . . . FinCEN also intends to solicit public comment on potential revisions to existing BOI reporting requirements. FinCEN will consider those comments as part of a notice of proposed rulemaking anticipated to be issued later this year to minimize burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities . . . .”
The takeaway from this recent flurry of activity in the courts, by FinCEN, and by Treasury is that the CTA remains the law of the land and that FinCEN intends to implement its enforcement, but FinCEN is currently evaluating how, when, and against whom to enforce it. In short, remain vigilant.
[1] About the Author: William E. H. Quick is the Corporate Transparency Act Chair at Polsinelli PC, and a frequent author and speaker on CTA matters. His book, The Corporate Transparency Act Desk Book: Practical Guidance for Beneficial Owners and their Professional Advisors, is available for free online download. He may be reached at [email protected] or on LinkedIn.
