New BOI Reporting Deadline: February 27, 2025

March 21, 2025

Key Updates

• The U.S. District Court for the Eastern District of Texas has lifted its previous injunction, reinstating enforcement of the Corporate Transparency Act (CTA) and Beneficial Ownership Information (BOI) reporting.

• FinCEN has resumed enforcement of BOI reporting requirements.

• The deadline for BOI report submissions is now March 21, 2025.

CTA Enforcement Developments

On February 18, 2025, the U.S. District Court for the Eastern District of Texas issued a stay on its previous injunction from January 7, 2025, which had temporarily blocked FinCEN from enforcing BOI reporting requirements. With the injunction lifted, FinCEN is now authorized to enforce reporting obligations under the CTA.

As a result, FinCEN has updated its BOI reporting deadlines, requiring most reporting companies to comply by March 21, 2025.

Updated BOI Reporting Deadlines

• Companies must file their initial, updated, or corrected BOI reports by March 21, 2025.

• Companies with deadlines later than March 21, 2025, due to special extensions (e.g., disaster relief) should adhere to their assigned deadlines.

• Entities involved in National Small Business United v. Yellen are currently exempt from BOI reporting obligations.

FinCEN has confirmed that while BOI reporting is mandatory, businesses have been given additional time to comply due to ongoing legal proceedings.

Legal Timeline of Events

• Dec. 3, 2024: The U.S. District Court for the Eastern District of Texas issued an injunction blocking CTA enforcement (Texas Top Cop Shop, Inc. v. McHenry).

• Dec. 5, 2024: The injunction was amended.

• Dec. 23, 2024: The U.S. Court of Appeals for the Fifth Circuit stayed the injunction, restoring FinCEN’s enforcement authority.

• Dec. 26, 2024: A different Fifth Circuit panel reinstated the injunction, suspending reporting obligations again.

• Dec. 31, 2024: The Department of Justice requested the U.S. Supreme Court to stay or narrow the injunction.

• Jan. 7, 2025: A second injunction was issued by the Northern District of Texas, blocking CTA enforcement (Smith v. U.S. Department of the Treasury).

• Jan. 23, 2025: The U.S. Supreme Court stayed the Dec. 3 injunction, allowing FinCEN to resume enforcement.

• Feb. 18, 2025: The Eastern District of Texas lifted its Jan. 7 injunction, officially reinstating CTA enforcement.

Possible Future Changes

FinCEN’s February 19, 2025, notice hinted at potential adjustments to deadlines and reporting requirements, particularly for small businesses. The agency is assessing ways to reduce compliance burdens while prioritizing reporting for high-risk entities.

Additionally, the U.S. House of Representatives has passed a bill proposing to extend the BOI reporting deadline to January 1, 2026. A similar Senate bill is under consideration but has not yet passed.

Businesses should monitor these developments to remain compliant with evolving BOI reporting requirements.

Corporate Transparency Act