New Deadline: The deadline for most reporting companies to file their initial, updated, or corrected BOI reports is now extended to March 21, 2025. This extension provides an additional 30 days from the original deadline of February 19, 2025. Companies that were previously granted a later deadline due to specific circumstances, such as disaster relief, should adhere to their original extended deadlines.

Future Modifications: During this 30-day extension, FinCEN will evaluate options to further modify the deadlines, particularly for entities posing lower national security risks. FinCEN also plans to initiate a process to revise the BOI reporting rule to reduce the regulatory burden on lower-risk entities, including many small businesses.

Action Required: Reporting companies should utilize this extension to ensure compliance with the BOI reporting requirements. Reports can be submitted directly to FinCEN through their E-Filing system, available at FinCEN’s BOI E-Filing System.

Happening in the Background: This extension comes amidst ongoing discussions and legal challenges regarding the implementation of the Corporate Transparency Act. Recently, the U.S. House passed H.R. 736, the Protect Small Businesses From Excessive Paperwork Act of 2025, with a unanimous vote of 408–0. This bill extends the deadline for an estimated 32 million small businesses to report their beneficial ownership information (BOI) to January 1, 2026. The previous deadline was January 1, 2025, but the reporting requirements have been delayed due to numerous court cases. A companion bill has been introduced in the Senate.

There are now 6 different cases pending in front of federal judges that challenge the CTA’s constitutionality.

Our Recommendation: Newly formed companies (after Jan. 1, 2024) need to comply with the obligation to file a report within 30 days after their formation. As to “existing” reporting companies (formed prior to Jan. 1, 2024), there is a possibility of a further extension of the BOI filing date if the bill approved by the House of Representatives is also approved by the Senate in the coming weeks. However, our recommendation is that, unless you care to continue following this never-ending saga, existing companies should also file their report prior to the March 21 deadline and avoid being caught by surprise.

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On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction in the case Texas Top Cop Shop, Inc. v. Garland, temporarily halting the enforcement of the CTA and its beneficial ownership reporting obligations. The court also suspended all related compliance deadlines.

Then, on December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit reversed the injunction, ordering that reporting companies must once again submit their beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN). Companies were given a new, extended deadline of January 13, 2025, to file their reports.

This development was short-lived. On December 26, 2024, the Fifth Circuit vacated its order to stay the injunction, meaning companies were no longer required to submit beneficial ownership reports while the Court continued to consider the merits of the case.

In a further reversal, on January 23, 2025, the U.S. Supreme Court intervened, issuing a stay on the injunction (24A653 McHenry v. Texas Top Cop Shop, Inc. (01/23/2025).

However, on January 7, 2025, a separate nationwide injunction was issued in the case of Smith v. United States Department of the Treasury, also pending in the Eastern District of Texas, further blocking the enforcement of the CTA’s beneficial ownership information (BOI) reporting requirements. This means that, despite the Supreme Court’s recent ruling, the BOI reporting obligations remain unenforceable for now. FinCEN has clarified on its website that “[r]eporting companies […] are not subject to liability if they fail to file [beneficial ownership] information while the Smith order remains in force.”

We continue to monitor the ongoing litigation closely. For the time being, the filing of BOI reports remains voluntary.

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