*UPDATE as of March 4, 2025*

On February 27, 2025, FinCEN announced (and the Treasury Department confirmed in a press release on March 2, 2025) it will not enforce any fines or penalties or take any other enforcement actions against individuals or companies who fail to file or update their BOI reports as it relates to the current deadline of March 21, 2025.  The BOI reporting requirements are again considered voluntary until more guidance is released by FinCEN.  The Treasury Department also noted that it intends to issue proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.

*UPDATE as of February 20, 2025*

Two nationwide temporary injunctions previously issued by separate Texas district courts have been lifted. As a result, the CTA’s filing deadlines have been reinstated for most reporting companies. Following the most recent ruling, FinCEN issued an updated alert and provided a short reporting deadline extension—specifically, the February 19, 2025 deadline for initial, updated, and corrected reports has been extended to March 21, 2025. This extension applies to reporting companies created before January 1, 2024. Reporting companies that have a deadline after March 21, 2025, must file by the later deadline (for example, companies newly formed that have a deadline in April 2025 should file by the April deadline). Reporting companies that were members of the National Small Business Association as of March 1, 2024, are not required to file with FinCEN at this time.

*PREVIOUS UPDATE as of December 27, 2024*

On December 26, 2024, a different panel of the Fifth Circuit issued an order vacating the Court’s December 23, 2024 order which had granted a stay of the temporary injunction. Therefore, as of December 26, 2024, the injunction issued by the Texas district court is in effect and the filing of beneficial ownership information with FinCEN is again considered voluntary. For updated information visit the FinCEN website.

*PREVIOUS UPDATE as of December 23, 2024*

The Government appealed the temporary injunction to the Fifth Circuit Court of Appeal and on December 23, 2024, the emergency motion for a stay of the injunction was granted by the Fifth Circuit.  FinCEN issued an updated alert with reporting deadline extensions, namely, the January 1, 2025 deadline has been extended to January 13, 2025 for reporting entities created before January 1, 2024. 

*PREVIOUS UPDATE as of December 10, 2024*

Last week, a Texas district court issued a temporary injunction which temporarily blocked the enforcement of the CTA reporting requirements nationwide (See Texas Top Cop Shop, Inc., et al. v. Garland, et al., filed in the U.S. District Court for the Eastern District of Texas). As a result, FinCEN currently considers the beneficial owner reporting to be voluntary for the duration of the temporary injunction, and the reporting requirements and penalties for noncompliance are not being enforced while the injunction remains in effect. 

*Original Post Dated December 2, 2024*

By: Chris Iliff and Kaitlyn Saberin

The deadline for U.S. businesses to file reports with the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA) is fast approaching. Unless an exemption applies, the filing deadlines are as follows:

  • If a company existed prior to January 1, 2024, the company must file with FinCEN by January 1, 2025.
  • For companies created on or after January 1, 2024 through December 31, 2024, the company has 90 days from the date of incorporation/formation to file with FinCEN.
  • For companies created on or after January 1, 2025, the company has 30 days from the date of incorporation/formation to file with FinCEN.

There is no filing fee, and reporting can be completed with FinCEN directly through its website at https://www.fincen.gov/boi.

This year, several cases challenging the CTA have advanced in courts across the county. As of the date of this article, these cases have only narrowly excepted the plaintiffs in some cases from the filing requirements. As a result, the CTA deadlines and reporting requirements continue to apply to all other companies.

Companies should also take note that FinCEN has become aware of fraudulent attempts by scammers to solicit information from companies and persons who are subject to CTA reporting requirements. Please be aware that FinCEN does not send out unsolicited requests for information or CTA filing fees to reporting companies or individuals.

As a reminder, if a company that is required to report willfully fails to report its information to FinCEN in a timely manner or provides false information, significant penalties—including fines and prison sentences—can be levied against that company and its owners.

 

Legal Disclaimer:

Nothing in this blog is intended to constitute legal advice and your interactions with this blog do not result in the formation of an attorney-client relationship. All matters are different and, as such, nothing in this blog is intended to guarantee, warrant, or predict a specific outcome.