CTA & BOI Reporting Update: Reinstated Requirements, Extended Deadlines & No Penalties – What You Need to Know

The CTA and BOI reporting requirements have faced repeated challenges since their implementation.  After multiple updates over the last couple of weeks, the current position appears to be that it is again mandatory for reporting companies as defined in the CTA to comply with reporting, but there may no longer be any associated penalties and fines imposed.

The February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), reinstated the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA). Pursuant to this decision, FinCEN generally extended the deadline an additional 30 calendar days for most companies, to March 21, 2025.  However, reporting companies that were previously given a reporting deadline later than the March 21, 2025, deadline should still apply the later deadline (as an example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should continue to follow the April deadline).   During this 30-day period FinCEN will assess its options to further modify deadlines and ultimately work to revise the reporting rule, and that an interim final rule should be forthcoming to better address the issues that remain unclear. 

Further, despite the reporting requirement reinstatement, FinCEN has indicated that it will not issue any fines or penalties or take enforcement actions pursuant to current deadlines.  Moreover, the U.S. Treasury Department made an even broader statement on March 2, 2025, indicating it would not enforce an anti-money laundering law that obliges millions of business entities to disclose the identities of their real beneficial owners, going as far as to state it would not enforce any penalties under the CTA against U.S. citizens or domestic reporting companies.  We will continue to monitor additional information, guidance and rules as they are released.

If you or your Reporting Company need assistance in complying with the CTA and its BOIR or have any questions, please contact [email protected] for more information.