On January 27th, 2025, we reported the enforcement of CTA remained enjoined despite the US Supreme Court overturning the injunction in the Texas Top Cop Shop case.
Relying on the US Supreme Court’s decision in Texas Top Cop Shop, the Judge from the U.S. District Court for the Eastern District of Texas who previously granted the second injunction of the CTA stayed his injunction decision on February 18, 2025. As a result, no nationwide preliminary injunction is in effect, and BOI reporting is again mandatory.
On February 19th, the Financial Crimes Enforcement Network (FinCEN) announced that beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act are back in effect, with a new deadline of March 21, 2025 for most reporting companies.
The following guidance was issued by FinCEN to further explain the new filing deadlines:
1. The new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025, for most reporting companies.
2. Reporting companies formed or registered on or after February 18, 2025, must file within 30 days from the date of creation or registration.
3. Reporting companies previously provided with extended deadlines due to disaster relief should follow the later deadlines.
FinCEN has also announced its intention to revise the reporting rule by further modifying future deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN intends to initiate the process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses. Although FinCEN references reviewing the reporting requirements this year, we do not envision any changes before the new March 21st deadline for existing entities and 30 days for those created in the immediate future.
As BOI reporting is again mandatory, non-compliance penalties may apply. Visit FinCEN’s website: https://fincen.gov/boi for their latest BOI Alerts and updates, or contact your attorney at Devine Millimet for questions regarding BOI reporting requirements.
FinCEN Notice as of February 18, 2025:
https://www.fincen.gov/sites/default/files/shared/FinCEN-BOI-Notice-Deadline-Extension-508FINAL.pdf
