CTA Update: Beneficial Ownership Information Deadline is March 21, 2025

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February 21, 2025

For those who have been following it, the tale of the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) has been a dance of regulations, legislation and court decrees.

The deadline for covered companies and other entities to file the BOI report has been deferred multiple times based on several court decisions that imposed and later lifted an injunction against the Department of Treasury. The injunction precluded the government from enforcing this provision of the CTA while parties contested the constitutionality of the statute. On February 18, 2025, the injunction was lifted, allowing the government to enforce the CTA. On February 19, 2025, FinCen issued a notice with the following information:

• The new deadline for completing BOI filing with an original due date before March 21, 2025 is March 21, 2025, including initial, updated or corrected reports. This includes all entities formed before January 1, 2024 that had an initial filing due date of January 1, 2025 as well as those formed after January 1, 2024 and before December 21, 2024 that originally had a due date of 90 days after formation.
• Those entities with a filing deadline after March 21, 2025 need to file by that later deadline (no extension of time for those reports). This includes entities formed after December 21, 2024 as well as those that obtained an extension, such as the extensions granted due to natural disasters.
• The plaintiffs in a specific Alabama case that found the CTA requirement unconstitutional as applied to those plaintiffs currently do not have to file.
• FinCen is considering further modifying deadlines and potentially the reporting rules themselves to reduce the burden on lower-risk entities and prioritize reporting for those entities that pose the most significant national security risks.

It is important to remember that this continues to be a fluid situation. A bill has passed the House of Representatives and been introduced in the Senate to delay enforcement for one year. In addition, the litigation that generated the injunctions in the first place continues to make its way through various court appeals, and could ultimately result in further changes.