For the last few months, business owners have experienced whiplash as enforcement of the Corporate Transparency Act (the "CTA"), the federal law requiring most entities formed or registered to do business in the U.S. to report their beneficial ownership information ("BOI") to the Federal government's Financial Crimes Enforcement Network ("FinCEN"), has been enjoined against enforcement, reinstated, and enjoined again.
However, the last of the nationwide injunctions was just put on hold this week, and FinCEN may again begin immediately enforcing the CTA filing requirements.
On February 19, 2025, FinCEN announced that the BOI reporting requirements are once again back in effect. Recognizing that businesses may need additional time to comply with the reporting obligations, FinCEN has extended the deadline 30 calendar days from February 19, 2025, or March 21, 2025.
During this 30-day period, FinCEN also intends to assess its options to further modify deadlines, and also plans to initiate a process this year to revise the BOI reporting rule to reduce the burden for lower-risk entities, including small businesses.
Separately, the U.S. House of Representatives, by a vote of 408-0 earlier this month, approved a bill to extend the BOI reporting requirements for only entities in existence prior to January 1, 2024 to January 1, 2026. This bill has not yet passed the Senate.
Importantly, what does this mean for business owners?
If you have already filed a beneficial ownership report for your business with FinCEN prior to the original injunction of the CTA in December of 2024, you do not need to do anything (unless any of the information you reported has since changed, in which case you must file an updated report).
If your business is a reporting company within the meaning of that term under the CTA and you have not already filed a beneficial ownership report with FinCEN, you must file an initial BOI report by March 21, 2025. This deadline applies for both entities formed prior to January 1, 2024 (who had an original compliance deadline of January 1, 2025) and new entities formed on or after January 1, 2024. All newly-formed companies have 30 calendar days from the date of formation to file their BOI report.
For more information on how to file your BOI report, see our article from February 22, 2024, "The Corporate Transparency Act – Submitting Your Business's Beneficial Ownership Report".
As always, do not hesitate to contact your WHP counsel with any questions or concerns you may have.
This article provides an overview and summary of the matters described therein. It is not intended to be and should not be construed as legal advice on the particular subject.