FinCEN Reinstates Beneficial Ownership Information Reporting Deadline: What to Know

NOTE: As BOI regulations continue to evolve, please see our BOI Reporting Resource Center for the most up-to-date reporting deadline information.

After delayed deadlines and much uncertainty, Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA) have received a new deadline. On February 18, 2025, the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al. reinstated BOI reporting requirements. However, the Department of the Treasury understands businesses may need additional time to comply. As a result, FinCEN has extended the deadline by 30 calendar days from February 19, 2025.

What are the Updated Deadlines for BOI Reporting?

For most companies, the new deadline to file an initial, updated or corrected BOI report is March 21, 2025. FinCEN will provide an update before this date if they modify the deadline further, ensuring businesses have sufficient time to comply.

Special Considerations

• Companies with Later Deadlines: If your company was previously given a reporting deadline later than March 21, 2025, due to certain disaster relief extensions or other reasons, you should still follow your original deadline. For example, if your deadline is in April 2025, you should adhere to that date.
• Exempt Entities: Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.) are not currently required to report their BOI to FinCEN. This includes Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association and its members (as of March 1, 2024).

Why Were BOI Reporting Requirements Delayed?

Below is a brief timeline of key events regarding BOI reporting requirement delays:

• On December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., a federal district court in the Eastern District of Texas, Sherman Division, issued an order granting a nationwide preliminary injunction that halted the CTA, including the enforcement of BOI reporting requirements.
• On December 5, 2024, the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal against the Texas Top Cop Shop case.
• On December 23, 2024, the nationwide injunction was lifted with a new filing deadline for most reporting companies of January 13, 2025.
• On January 7, 2025, the U.S. District Court for the Eastern District of Texas issued an order that paused the rules for reporting BOI. As a result, FinCEN couldn't require companies to report this information or enforce the CTA rules.
• On February 5, 2025, the U.S. Department of Justice, on behalf of the Treasury, filed a request to appeal the Court's order. At the same time, they asked the Court to pause its own order while considering the appeal.
• On February 18, 2025, the Court agreed to pause its January 7, 2025, order until the appeal is completed. As a result, rules for reporting BOI are back in effect until further notice.

Legislative Activity is Still in Flux with House Bill 736

While the new deadline is set for March 21, 2025, it’s not necessarily the end of the BOI reporting journey. H.B. 736, Protect Small Businesses From Excessive Paperwork Act of 2025 passed the House of Representatives — 408 to 0 — on February 10, 2025. Now in the Senate, if passed the bill would extend the filing deadline to January 1, 2026.

We will continue to monitor this ongoing situation closely. For now, entities should plan to report their BOI by March 21, 2025, or previously determined deadline, if later.

Visit our BOI Reporting Resource Center for updates as they become available.

Contact Kelly Anzevino, Jason Jones or a member of your service team to discuss this topic further.

Cohen & Co is not rendering legal, accounting or other professional advice. Information contained in this post is considered accurate as of the date of publishing. Any action taken based on information in this blog should be taken only after a detailed review of the specific facts, circumstances and current law with your professional advisers.