Corporate Transparency Act: FinCEN reinstates reporting requirements with March 21 deadline.
Last week, a recent announcement from the Financial Crimes Enforcement Network (FinCEN) stated that the Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) reporting requirements are once again in force. The deadline for CTA BOI reporting has been extended from February 19, 2025, to March 21, 2025. This extension gives companies additional time to ensure compliance with the reporting requirements outlined in the CTA.
The CTA has had a tumultuous journey, facing various injunctions that have delayed the enforcement of the BOI reporting requirements. Despite certain injunctions being lifted, there was a lingering uncertainty regarding the stance the new presidential administration would take on the CTA. Ultimately, FinCEN clarified its commitment to upholding and defending the CTA by requesting a stay of one of the remaining nationwide injunctions. This action effectively cleared the way for the enforcement of the CTA.
The recent guidance issued by FinCEN outlines updated reporting timelines that apply to different entities. Newly formed nonexempt reporting companies now have 30 days from their formation date to submit their initial BOI reports. Updates to previously filed reports need to be submitted within 30 days of any changes. Companies with lapsed deadlines during the injunction period have until March 21, 2025, to file their BOI reports. Additionally, reporting companies that qualified for extensions should adhere to their extended deadlines.
Looking ahead, FinCEN has indicated that it will explore further revisions to the BOI reporting requirement deadlines over the next 30 days. This includes the possibility of granting extensions to entities for filing updates on previously submitted reports. Moreover, there are ongoing appellate court cases in the Fifth and Eleventh Circuits related to the CTA, Smith, and National Small Business United, with decisions unlikely before the March 21 deadline.
In the legislative arena, the U.S. House of Representatives recently passed a bill seeking to delay CTA filing deadlines for existing entities until 2026. However, the bill’s progress through the Senate remains uncertain. Despite potential legislative actions, entities impacted by the CTA should prepare to meet the reinstated reporting deadline of March 21, 2025.
It is crucial for companies to stay informed about the evolving landscape of the CTA and its reporting requirements. While immediate compliance is necessary, it’s equally important to monitor developments in the legal and political spheres that may influence the implementation of the CTA. For more detailed information on CTA reporting obligations and related topics, consult prior publications or seek assistance from legal experts familiar with CTA compliance.
