The Financial Crimes Enforcement Network (FinCEN), which oversees compliance with Beneficial Ownership Information (BOI) rules under the Corporate Transparency Act (CTA), has pushed the deadline for submitting initial, updated, or corrected reports to March 21, 2025. Approximately 32 million small businesses are required to file BOI reports.
This decision follows a federal court ruling that granted the Department of Justice (DOJ) permission to pause a nationwide injunction that had temporarily stopped BOI filings. On February 17, the United States District Court for the Eastern District of Texas granted the government’s motion for a stay of the nationwide injunction halting enforcement in Samantha Smith and Robert Means v. United States Department of Treasury. The Court cited the Supreme Court of the United States’ decision to stay the preliminary nationwide injunction in McHenry v. Texas Top Cop Shop, Inc., as precedent for their decision.
Businesses that fail to meet the requirements may face serious consequences, including daily fines of $606 (up to $10,000) and up to two years in prison. Companies can file their BOI report online.
Reporting companies previously given a filing deadline later than March 21, 2025, must submit their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for disaster relief extensions, it should adhere to the April timeline rather than the March one.
BOI Reporting Requirements at a Glance
Created in 2021 to help prevent money laundering, the CTA mandates that certain businesses disclose identifying details about their beneficial owners. Companies established on or after January 1, 2024, must also provide information about their “company applicants” or the individuals responsible for handling incorporation paperwork.
BOI reports were initially expected to be filed by January 1, 2025. However, FinCEN later shifted the deadline to January 13, 2025, before a court order temporarily blocked enforcement. On February 19, FinCEN announced it would undertake a 30-day review to reassess the timeline. FinCEN is considering potential exemptions for “low-risk entities” but has not provided specific details. The agency also stated it will evaluate its options to modify deadlines further while prioritizing reporting for entities that pose the most significant national security risks. Additionally, the agency plans to update BOI reporting rules this year to ease compliance, particularly for small businesses and lower-risk entities.
Meanwhile, legislative efforts to postpone the BOI filing requirement have gained support. On February 10, the U.S. House overwhelmingly approved the Protect Small Businesses From Excessive Paperwork Act of 2025 (H.R. 736) with a 408–0 vote. The Senate has not yet passed this bill, which would only postpone some of the filings required under the CTA and would not affect the filing obligations of new businesses. If passed in the Senate, the bill would extend the filing deadline to January 1, 2026, for entities existing prior to January 1, 2024.
We will continue to monitor the situation and share any new developments. If you have questions or concerns, feel free to contact your tax manager/partner at 610-687-1600 or [email protected].
Author Christine Fisher-Guyer, CPA, Partner, has provided top-notch accounting services to Stephano Slack’s clients. She manages the firm’s tax auditing and accounting operations and is an excellent problem solver, especially regarding client concerns. Chris can be contacted at 610-710-4729 or [email protected].
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