FinCEN Extends Beneficial Ownership Reporting Deadline to March 21, 2025

On February 18, 2025, the U.S. District Court for the Eastern District of Texas issued a decision in Smith, et al. v. U.S. Department of the Treasury, et al., which reinstated the Beneficial Ownership Interest (“BOI”) reporting requirements under the Corporate Transparency Act (“CTA”). In response, the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) extended the BOI reporting deadline, moving the new deadline to March 21, 2025, for most companies. While not yet applicable to this extension, FinCEN also announced its intention to revise the BOI reporting rule to reduce the regulatory burden on lower-risk entities, including many U.S. small businesses. 

The CTA mandated that certain business entities must file information on their beneficial owners with FinCEN starting January 1, 2024. Pre-existing companies initially had until January 1, 2025, to file their first report, while companies created in 2024 and 2025 had 90 days and 30 days, respectively, to file their reports. Various challenges to the CTA’s reporting requirements extended those deadlines until the decision made on February 18, 2025, set the newest deadline.

The new FinCEN notice extends the BOI reporting deadline to March 21, 2025, for most companies. The extension is intended to provide a uniform deadline, ensuring that companies have adequate time to follow the reporting requirements if they have not yet submitted reports.

While not currently affecting any filings, the Secretary of the Treasury has also been directed to simplify compliance by incorporating CTA-related regulations into the Code of Federal Regulations. Additionally, FinCEN plans to revise the BOI reporting rule to reduce the burden on lower-risk entities, including many U.S. small businesses. These efforts aim to streamline the reporting process and make it more manageable for smaller entities.

Certain entities, such as charitable organizations, banks, investment companies, investment advisers, and insurance companies, are exempt from the BOI reporting requirements. These exemptions are very specific and should only be invoked by entities who are certain that they apply.