Corporate Transparency Act is BACK ON

FinCEN Extends Beneficial Ownership Information (BOI) Reporting Deadline & Announces Potential Rule Revisions February 18, 2025 The U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) has announced a 30-day extension for compliance with the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA). This follows the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), which lifted the prior stay on FinCEN's BOI reporting rules. This follows the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), which lifted the prior stay on FinCEN's BOI reporting rules.

Key Takeaways

New Reporting Deadline:

• The new deadline for most reporting companies is March 21, 2025 (extended from February 19, 2025).
• Entities with later reporting deadlines due to prior extensions (e.g., disaster relief) should follow those original deadlines.
• Entities that are plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)-including Isaac Winkles and associated businesses, the National Small Business Association, and its members as of March 1, 2024-remain exempt from BOI reporting at this time.

Regulatory Updates Pending:

• FinCEN may further modify deadlines before the March 21, 2025, cutoff.
• FinCEN intends to revise BOI reporting rules in 2025 to reduce regulatory burdens on lower-risk entities, including small businesses.

Reporting Process:

BOI reports must be filed via FinCEN's E-Filing system: https://boiefiling.fincen.gov

There are no filing fees associated with BOI reporting.

Background

Following a legal challenge, FinCEN's BOI reporting requirements were temporarily stayed on January 7, 2025. However, on February 18, 2025, the court lifted the stay, meaning that BOI reporting is once again mandatory, though FinCEN has provided additional time for compliance.

Action Items for Affected Businesses

• Review reporting obligations under the CTA.
• Determine whether your business qualifies for any exemptions (e.g., National Small Business Association members).
• Prepare and submit your BOI report by the new March 21, 2025, deadline to avoid potential penalties.
• Stay updated on potential further extensions or rule modifications by monitoring FinCEN announcements.

For more information, visit https://fincen.gov/boi. If you have questions about how these changes affect your business or need assistance with BOI compliance, please contact our office.

If you would like more information regarding this topic please contact Thomas S. Tripodianos at ttripodianos@wbgllp.com or call (914) 607-6440