CTA UPDATE: The Corporate Transparency Act’s Mandatory Reporting Requirements Are Back On. Most Reports Due by March 21, 2025.

The on-again, off-again saga of the Corporate Transparency Act (CTA) has seemingly ended in the on-position, with the act’s mandatory reporting requirements back in effect for tens of millions of American businesses. Because of a Feb. 18, 2025, federal court ruling, and as confirmed by a FinCEN alert on the same date, most Reporting Companies will need to submit their Beneficial Ownership Information (BOI) to FinCEN by Mar. 21, 2025, if they have not already done so.

As outlined in FinCEN’s Feb. 18, 2025, alert, the U.S. District Court for the Eastern District of Texas issued an order on that date, lifting its Jan. 7, 2024 stay that placed BOI reporting requirements on hold. As such, according to FinCEN, “BOI reporting is now mandatory.”

FinCEN did, however, acknowledge “that reporting companies may need additional time to comply with their BOI reporting obligations,” which is why it is “generally extending the deadline 30 calendar days from Feb. 19, 2025, for most companies.”

The new BOI reporting deadlines are as follows:

• For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now Mar. 21, 2025. FinCEN will provide an update before then regarding any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.
• Reporting companies that were previously given a reporting deadline later than Mar. 21, 2025, must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.

 

Failure to file BOI reports with FinCEN by the applicable deadline comes with potentially severe consequences. A person who willfully violates the BOI reporting requirements may be subject to civil penalties of up to $500 for each day that the violation continues.

Reporting companies can report their beneficial ownership information directly to FinCEN for free using FinCEN’s E-Filing system, which is available at https://boiefiling.fincen.gov. More information is available at fincen.gov/boi.

If you have questions or concerns about this most recent turn of events or your company’s obligations under the Corporate Transparency Act, please contact Dan McGlinn at Kreis Enderle.