Mandatory BOI reporting requirements reinstated, deadline set for March 21

On February 18, 2025, the U.S. District Court for the Eastern District of Texas granted FinCEN a stay order on its previously issued preliminary nationwide injunction on the enforcement of the Corporate Transparency Act. As a result, Beneficial Ownership Information Reporting is once again mandatory.

FinCEN has announced 30-day extension and issued guidance that clarified the new filing deadlines:

• For most reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025.
• Reporting companies formed or registered on or after February 18, 2025, must file within 30 days from the date of creation or registration.
• Reporting companies previously provided with extended deadlines due to disaster relief should follow the later deadlines. Click here for our earlier notification of the extended deadlines due to 2024 hurricanes. https://conta.cc/3CiEBhq

FinCEN has provided in a statement that it will “assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks” but until there are further developments, companies must comply and file within the above timeframe.

In parallel, BOI reporting requirements are receiving legislative attention. The Protect Small Business from Excessive Paperwork Act of 2025 unanimously passed the U.S. House of Representatives, and a companion bill is awaiting action in the Senate. If enacted, reporting companies formed before January 1, 2025, will have until January 1, 2026, to comply with the BOI reporting requirements. It is unclear how soon the Senate will take an action.

As BOI filing is currently mandatory and penalties remain harsh, reporting companies must ensure they are prepared to meet the March 21, 2025, filing deadline. This is developing situation and subject to change.

For more information on the new deadlines please refer to this notice.

The following resources can provide more guidance:

• To file your report directly, visit: https://boiefiling.fincen.gov/fileboir
• You may also file through a trusted third party provider, such as Wolters Kluwer here: https://www.wolterskluwer.com/en/solutions/bizfilings/bfi-beneficial-ownership-information
• For simple legal entity structures, DIY instructions are available on the FinCEN’s site: https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf
• For more complex questions regarding the legal structure of your entity, please contact your corporate attorney who assisted with your entity’s formation
• Useful FAQs and additional instructions and information regarding Beneficial Ownership Information (BOI) rules and reporting can be found here:https://www.fincen.gov/boi-faqs | https://boiefiling.fincen.gov/resources/BOIR_Filing_Instructions.pdf

Information supplied by Markham Norton Mosteller Wright & Co., P.A.