The CTA Compliance Rollercoaster: BOI Reporting is Back—Again—With a March 21 Deadline

The Corporate Transparency Act (CTA) compliance ride has been anything but smooth. Businesses have been taken on a legal rollercoaster, facing unexpected twists, sudden drops, and sharp turns as courts, regulators, and lawmakers continue to debate the law’s constitutionality and implementation.

The latest turn? On February 17, 2025, a federal judge lifted the last remaining nationwide injunction, reinstating Beneficial Ownership Information (BOI) reporting requirements. The very next day, FinCEN extended the deadline to March 21, 2025, giving businesses a brief reprieve before the filing deadline.

A Timeline of the Legal Twists and Turns

The CTA, enacted under the Anti-Money Laundering Act of 2020, mandates that many U.S. businesses disclose their beneficial ownership information to FinCEN to enhance transparency and combat financial crimes. However, since taking effect on January 1, 2024, the law has been met with multiple legal challenges, with opponents questioning its constitutionality and scope.

The key legal developments impacting BOI reporting deadlines include:

• December 3, 2024 – A Texas federal court issued a nationwide injunction (Texas Top Cop Shop v. Garland), pausing enforcement of BOI reporting requirements.
• January 7, 2025 – Another Texas federal court expanded the injunction (Smith v. U.S. Department of the Treasury), stopping FinCEN from enforcing the BOI Rule altogether.
• January 23, 2025 – The Supreme Court reinstated the CTA, staying the district court’s injunction in McHenry v. Texas Top Cop Shop and allowing FinCEN to resume enforcement.
• February 17, 2025 – The judge in Smith v. Treasury lifted the last nationwide injunction, reinstating BOI reporting requirements.
• February 18, 2025 – FinCEN announced a new compliance deadline: March 21, 2025, for most companies, with further modifications under consideration.

FinCEN’s New Guidance and Compliance Requirements

With BOI reporting back in effect, businesses must comply with updated deadlines. According to FinCEN’s latest guidance:

• Most reporting companies must file their BOI reports by March 21, 2025.
• Companies with later deadlines due to disaster relief or other extensions must follow their original extended disaster deadline (including Florida counties, as discussed below).
• Entities involved in National Small Business United v. Yellen remain exempt from reporting at this time.

FinCEN has also indicated that it may further modify deadlines and requirements for lower-risk small businesses in the coming months.

Hurricane Milton Disaster Relief Extension

Businesses in Florida counties impacted by Hurricane Milton may have additional time to comply with BOI reporting requirements under FinCEN’s disaster relief provisions.

According to FinCEN’s notice on October 29, 2024, certain businesses in FEMA-designated disaster areas (which include Palm Beach County) are eligible for a six-month extension to their filing deadlines.

To qualify for this extension, a reporting company must:

1. Have a BOI report due between October 4, 2024, and January 2, 2025.
2. Have its principal place of business in an area designated by FEMA for disaster assistance and by the IRS for tax filing relief.

For example, a reporting company created before January 1, 2024, that would have been required to file by January 1, 2025, now has until July 1, 2025, to submit its BOI report. Similarly, companies created on or after July 25, 2024, that originally had deadlines falling within the extension window may also qualify for relief.

Additionally, FinCEN has stated that it will work with businesses located outside the disaster zone but dependent on records from affected areas to meet their reporting obligations.

FinCEN’s Planned Revisions to the BOI Reporting Rule

FinCEN has announced plans to revise the BOI reporting rule to reduce compliance burdens for small businesses and other lower-risk entities. Although specific changes have not yet been detailed, this signals potential regulatory relief for smaller companies.

Congressional Action: Will More Changes Be Coming?

In addition to ongoing legal challenges, Congress is considering legislation that could alter CTA compliance deadlines.

On February 10, 2025, the House of Representatives unanimously passed H.R. 736, a bill that would extend the compliance deadline for pre-2024 companies to January 1, 2026. A companion bill is currently pending in the U.S. Senate.

Legislation to fully repeal the CTA has also been introduced, but its chances of passing remain uncertain.

What Should Businesses Do Now?

Given the shifting compliance landscape, businesses should take the following steps:

1. Determine Whether Your Business Must Report

Most corporations, LLCs, and foreign entities registered in the U.S. must file unless they qualify for an exemption.

2. Gather Required Information

If required to file, businesses must report details for each beneficial owner, including:

• Full legal name
• Date of birth
• Residential address
• Government-issued identification number

3. File Before the Deadline

Unless further extended, businesses should submit their BOI reports by the applicable deadline through FinCEN’s E-Filing system.

What’s Next? More Twists and Turns Await

The CTA’s legal battles are far from over. With upcoming court rulings, potential legislative action, and FinCEN’s planned rule changes, businesses must remain vigilant and ready for sudden changes.

Key Takeaways

• BOI reporting is back in effect—again.
• March 21, 2025, is the new filing deadline, but further modifications could come.
• Businesses impacted by Hurricane Milton may qualify for an extended deadline.
• FinCEN may revise the BOI reporting rule to ease compliance for small businesses.
• Congress may extend or repeal CTA compliance deadlines, but no final decision has been made.

For businesses, this rollercoaster isn’t over yet. As new twists and turns emerge, staying informed and prepared will be critical. 

Jones Foster is prepared to assist clients with CTA reporting. For guidance, please contact your Jones Foster attorney or email JFCTA@jonesfoster.com.

The information provided in this article does not, and is not intended to, constitute legal advice; it is for general informational purposes only. No reader of this article should act or refrain from acting on the basis of this information without first seeking legal advice from counsel in the relevant jurisdiction to ensure the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.