Recently, Brody Wilkinson distributed a February 2025 Client Update indicating that business entities were not, at that time, required to file their Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) pursuant to the Corporate Transparency Act (CTA). This change was the result of a ruling in the case of Smith v. U.S. Department of the Treasury, in which a district court in Texas had issued a nationwide postponement of the CTA’s reporting requirements.
Today, we are reporting on a new development. On February 18, 2025, the district court in the Smith case reversed its order postponing the CTA’s reporting requirements due to a recent U.S. Supreme Court decision in another case which lifted a nationwide injunction against the enforcement of the CTA. As a result, the CTA’s reporting requirements are back in effect and business entities that are subject to these requirements will need to file their BOI reports with FinCEN if they have not done so already. Instead of requiring the BOI reports to be filed immediately, FinCEN decided to extend the filing deadline for most business entities until Friday, March 21, 2025.
For companies that have not filed their BOI reports with FinCEN yet, each owner should determine: (1) whether the company qualifies for one of the applicable exemptions from the CTA’s reporting requirements; and (2) if not, whether the company is subject to the March 21 deadline or if it is eligible for a later deadline (such as if it qualifies for a limited disaster relief extension). Business owners should contact their respective attorneys or other trusted advisors if assistance is needed to make these determinations.
It is entirely possible that the status of the CTA’s reporting requirements will change again before the March 21 filing deadline. Among other reasons, the U.S. House of Representatives passed a bill that would extend the filing deadline for the BOI reports until January 1, 2026, but this bill has not yet been passed into law. The U.S. Senate has also introduced a companion bill.
Business owners who have not already filed a BOI report and are required to do so must decide whether to file the BOI report now or wait to see if the March 21 deadline is extended further or whether the CTA’s reporting requirements are repealed beforehand. Business owners choosing to wait should still be ready to file a BOI report by March 21 at the latest, if it remains necessary. We recommend filing now to avoid missing the deadline and will provide updates on breaking developments. For more information, please contact Mark W. Klein (mklein@brodywilk.com) or another BW attorney.
