BOI reporting is mandatory, FinCEN announces March 21 deadline for most companies

BOI reporting deadlines as of February 2025

For most reporting companies, the new deadline to file an initial, updated, and/ or corrected BOI report is now Mar 21, 2025, unless they fit into one of the following groups:

Reporting companies previously given a reporting deadline later than Mar 21, 2025, must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in Apr 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.

Plaintiffs in National Small Business United v. Yellen and members of the National Small Business Association (as of Mar 1, 2024) are not currently required to report their beneficial ownership information to FinCEN.

Reporting companies formed or registered on or after Feb 18, 2025, must file within 30 days of creation or registration. Depending on the date of creation/registration, this may be after Mar 21, 2025.

In their announcement, FinCEN said they will provide updates on any further deadline modification(s). 

Timeline of recent Corporate Transparency Act and BOI reporting developments

While controversy about the constitutionality – and enforceability – of the Corporate Transparency Act and Beneficial Ownership Information reporting has been ongoing since CTA’s inception in 2020, the flurry of developments began in earnest on Dec 3, 2024.

Key judicial, legislative, and regulatory developments are below.

Dec 3, 2024: A Texas Federal District Court issues a nationwide preliminary injunction in Texas Top Cop Shop, Inc. v. Garland, halting the enforcement of the CTA and suspending the reporting deadlines.

Dec 5-17, 2024: FinCEN releases a statement affirming the injunction and stating companies are not required to file BOI reports while the order is in effect. Various government appeals and motions to stay the injunction are denied.

Dec 23-26, 2024: The Fifth Circuit Court of Appeals overturns the injunction (reinstating the CTA); FinCEN postpones BOI reporting deadlines to Jan 13, 2025. The plaintiffs petitioned for an emergency rehearing, after which the Fifth Circuit Court reinstates the injunction, halting CTA enforcement.

Dec 27-31, 2024: FinCEN confirms that Beneficial Ownership Information reporting is once again voluntary; the government petitions the U.S. Supreme Court to review the nationwide CTA injunction in the Texas Top Cop Shop case.

Jan 7, 2025: A District Court judge in the Eastern District of Texas imposes another nationwide ban on CTA enforcement in a separate case, Smith v. U.S. Department of the Treasury.

Jan 23-24, 2025: U.S. Supreme Court lifts the nationwide CTA enforcement ban in the Texas Top Cop Shop case. FinCEN issues guidance stating that BOI reporting remains voluntary due to the Smith case’s CTA nationwide injunction remaining in effect.

Feb 5, 2025: Government appeals the Smith v. Department of Treasury case and moves for a stay of the nationwide CTA injunction pending its appeal to the Fifth Circuit Court.

Feb 10-12, 2025: The U.S. House of Representatives passes H.R. 736 (Protect Small Businesses from Excessive Paperwork Act of 2025), which would delay CTA filing deadlines for existing entities until Jan 1, 2026. and a companion bill to H.R. 736 is introduced in the Senate.

Feb 14, 2025: A Maine District Court grants the government’s motion for summary judgment in Boyle v. Scott Bessent, affirming the CTA’s constitutionality.

Feb 17, 2025: A Texas Federal District Court judge grants the Government’s motion to stay the court’s Jan 7, 2025, order in the Smith v. Department of Treasury case, lifting the nationwide CTA stay (pending appeal).

Feb 18, 2025: FinCEN issues guidance (FIN-2025-CTA1), announcing that BOI reporting is once again mandatory, with a Mar 21, 2025, deadline for most entities, and its intentions to revise reporting rules to reduce the burden on lower-risk entities.

Considerations for CPAs and other professional advisors

The recent judicial activity surrounding the Corporate Transparency Act, including the Supreme Court overturning the Fifth Circuit Court’s decision to reinstate the Texas Top Cop Shop injunction and the nationwide injunction imposed in the Smith case, has many companies more confused than ever regarding their filing responsibilities under the CTA.

Most entities and individuals subject to CTA requirements are clients of accounting firms. While they may retain lawyers and other professionals as needed, CPAs and accounting professionals are more often than not the “trusted advisors” these entities turn to regularly.

It wouldn’t be surprising for clients to approach their CPAs and accounting professionals for direction about the CTA and FinCEN’s BOI reporting rules. Firms often have the most detailed information regarding entities and their ownership because of tax returns and other compliance reporting that firms already do for covered entities and their owners. 

For those working with clients on BOI, there are several considerations to be aware of:

Rapid changes in the CTA’s status

The CTA’s recent on-again, off-again nature has understandably confused people about their reporting obligations. Decisions were happening so quickly that, on some days, people could find potentially contradictory messages depending on which social media post or news report they heard.

Texas Top Cop Shop and Smith case decisions aren’t the end

For most, the legal situation regarding CTA remains even more confusing. The U.S. Supreme Court did lift the ban on nationwide CTA enforcement, but other legal challenges are pending.

National Small Business United (NSBU) v. US Department of the Treasury and Firestone v. Yellen, both of which are currently under appeal after one issued a preliminary injunction against the CTA, and the other effectively found the CTA constitutional. While oral arguments were held for the NSBU case on Sept 27, 2024, the Eleventh Circuit Court of Appeals has yet to issue a decision as of this update.

Meanwhile, Boyle v. Scott Bessent’s summary judgment will likely be appealed, putting the issue of the CTA's constitutionality before the U.S. Supreme Court at some point in the future.

Potential action from D.C.

Both the House and Senate have recently introduced CTA-related legislation. However, based on current events, the chance of any CTA-related bill passing in the near term seems unlikely.

Additionally, while the Treasury, the Department of Justice, and FinCEN continue to pursue enforcement, the new administration’s posture on the CTA is still unclear.

2025 tax filing season

The 2025 tax season poses additional challenges for CPAs and tax advisors, who may find themselves juggling tax returns and potential BOI compliance requests.

CPAs should advise their small business clients that the CTA’s BOI reporting is now mandatory. However, ongoing legal challenges and potential legislative changes could impact compliance obligations. Here are key points to communicate:

Prepare for compliance. Businesses should gather all necessary information to be ready to file. This includes identifying beneficial owners, collecting the required personal details to file, and ensuring all information is up to date.

Monitor developments. Keep informed about the ongoing legal battles, potential FinCEN deadline changes, and legislative actions like the Nunn Bill, which could extend deadlines or modify reporting requirements.

Stay informed. Check updates from FinCEN and other authoritative sources regularly for changes in deadlines, exemptions, or reporting requirements.

In conclusion

With mandatory reporting back in effect, no quick signs of relief from Congress – if any – and tax season quickly turning up the heat, professional advisors and accounting firms must consider how BOI reporting will impact tax season and staff workloads. Preparation can help businesses avoid penalties and the difficulties of last-minute filings. Professional advisors and small businesses should continue monitoring developments closely as this situation develops.