Overview
WHAT HAPPENED?
On February 18, 2025, the US District Court for the Eastern District of Texas in Smith v. US Department of the Treasury, No. 6:24-cv-336-JDK, entered an order staying (pausing) the nationwide preliminary injunction against enforcement of the Beneficial Ownership Information Reporting Requirements final rule (31 C.F.R. 1010.380) (Reporting Rule) promulgated under the Corporate Transparency Act (CTA) (31 U.S.C. § 5336).
Prior to this order, enforcement of the CTA and the Reporting Rule was on hold. On February 18, 2025, in light of this order, the Financial Crimes Enforcement Network (FinCEN) issued a notice that beneficial ownership information (BOI) reporting requirements under the CTA are once again back in effect. The notice can be found here: https://www.fincen.gov/sites/default/files/shared/FinCEN-BOI-Notice-Deadline-Extension-508FINAL.pdf.
FinCEN extended the deadline 30 calendar days from February 19, 2025, for most reporting companies to file BOI reports. FinCEN also intends to assess its options to further modify reporting deadlines under the Reporting Rule and to initiate a process this year to revise the Reporting Rule to reduce burdens for lower-risk entities, including many US small businesses.
In Depth
WHAT NOW?
The new deadline for a reporting company to file an initial, updated, and/or corrected BOI report is March 21, 2025. This means:
- Non-exempt reporting companies formed on or before February 19, 2025 (including entities formed before the CTA went into effect in 2024), will have until March 21, 2025, to file their BOI reports.
- Non-exempt reporting companies formed after February 19, 2025, will have 30 days from their formation/registration to file their BOI reports (unless they otherwise qualify for a later deadline, e.g., disaster relief extension).
However, FinCEN may issue additional reporting deadline extensions or other guidance relating to BOI reporting, so companies should be prepared to respond to those updates.
Reporting companies can report their beneficial ownership information directly to FinCEN using FinCEN’s E-Filing system, available at https://boiefiling.fincen.gov/. More information is available at fincen.gov/boi.
McDermott will continue to monitor relevant developments. If you have any questions or need advice on the CTA or its application to your business, please contact your regular McDermott lawyer or one of the authors of this client alert.
