Current deadline to file BOI report:
- Businesses formed prior to 1/1/2024: 3/21/2025
- Businesses formed after 1/1/2024: 30 days after formation
The beneficial ownership information (BOI) filing was mandated by the Corporate Transparency Act (CTA) and impacts millions of small businesses. Companies that were created or registered to do business in the U.S. prior to 2024 were originally required to file the report by January 1, 2025. This has been challenged by several subsequent court cases, here are the latest developments.
For more detailed background of BOI filing, please refer to our previous newsletter article at https://www.kwccpa.com/reminder-corporate-transparency-act-imposes-new-beneficial-ownership-information-reporting-obligations/
Federal district court lifted the injunction on BOI filing requirement
A federal district court lifted the last remaining nationwide injunction stopping BOI filing requirements. The order, in Samantha Smith and Robert Means v. U.S. Department of the Treasury, No. 6:24-CV-336 (E.D. Texas 1/7/25), granted a Department of Justice (DOJ) request for a stay of the court’s nationwide injunction. The order was signed on Monday, February 17,2025.
FinCEN extended the deadline to March 21, 2025
The Financial Crimes Enforcement Network (FinCEN), which enforces BOI requirements under the Corporate Transparency Act (CTA), P.L. 116-283, said earlier in an alert on its site: “FinCEN intends to extend the reporting deadline for all reporting companies 30 days from the date the stay is granted.
Based on the latest FinCEN Notice, FIN-2025-CTA1, 2/18/2025, for the vast majority of reporting companies, the new deadline to file an initial, updated, and/ or corrected BOI report is now March 21, 2025.
FinCEN’s alert also mentioned “Further, in keeping with Treasury’s commitment to reducing regulatory burden on businesses, FinCEN during that 30-day period, will assess its options to modify further deadlines or reporting requirements for lower-risk entities, including many U.S. small businesses, while prioritizing reporting for those entities that pose the most significant national security risks.”
House passes bill to extend deadline to 2026, pending vote in Senate
On Monday, February 17,2025, The House passed H.R. 736, Protect Small Businesses From Excessive Paperwork Act of 2025, 408–0. The bill, which goes to the Senate next, extends the deadline for filing BOI reports to January 1, 2026.
A companion bill was introduced Tuesday (February 18,2025) in the Senate by Tim Scott, R-S.C., the chairman of the Senate Banking Committee.
Both bills only affect reporting companies existing before January 1, 2024. Companies formed after that date are not affected.
Next Steps
Stay tuned and KWC will keep you updated on any key developments on the BOI filing.
Unfortunately, due to the legal nature of the BOI exercise, KWC is unable to prepare this document on your behalf. We strongly encourage you to reach out to your attorney to discuss how this impacts your business.
See the link below for FAQ’s directly from FinCEN:
https://www.fincen.gov/boi/beneficial-ownership-information-frequently-asked-questions