Brody Wilkinson recently sent out a February 2025 Client Update and a subsequent email update on February 24, 2025 informing its clients about the latest developments on the status of the Corporate Transparency Act (CTA). Pursuant to the CTA, most business entities were initially required to file their Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) on or before December 31, 2024. The filing deadline was suspended as a result of separate orders that were issued by two U.S. District Courts in Texas. In our February 25, 2024 email update, we reported that the reporting requirements had been reinstated and that the filing deadline was, at that time, extended to March 21, 2025.
We are now reporting on another development. FinCEN issued a press release on February 27, 2025 stating that it will not enforce penalties against business entities for a failure to file their BOI reports by the March 21 filing deadline. So, CTA compliance is voluntary again until further notice. FinCEN indicated that it was going to propose an interim final rule on the CTA’s reporting requirements on or before the March 21 deadline. Then, on March 2, 2025, the U.S. Department of Treasury issued a press release suggesting that the interim final rule would only apply to foreign reporting companies and that U.S. citizens and domestic reporting companies would be exempt. If that is the case, then most of our clients who are based in the U.S. will soon be exempt from the CTA’s reporting requirements.
Business owners who have not already filed a BOI report must decide whether to file their BOI report now or wait to see if FinCEN’s interim final rule exempts them from the CTA’s reporting requirements. There is also legislation pending in Congress which would extend the filing deadline for the BOI reports until January 1, 2026, although the legislation has not been passed into law yet. Business owners should contact their attorney or other trusted advisor if they need advice as to whether they should file their BOI report now. We believe that the safest route is for business owners to file their BOI report as soon as possible, if they have not done so already and are not otherwise exempt from the filing requirements, to avoid missing the filing deadline. Business owners choosing to wait should be prepared to file a BOI report by March 21 at the latest, in case it becomes necessary. For more information, please contact Mark W. Klein (mklein@brodywilk.com) or another BW attorney.
