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Corporate Transparency Act Filing Rules Are Back On

By Adam Sweet
February 20, 2025
Courtroom

Key Takeaways

  • December 31, 2024 deadline had been held up by lawsuits.
  • FinCEN announces new deadlines.

The Corporate Transparency Act filing rules are back on.

In response to a recent District Court decision, the Financial Crimes Enforcement Network announced yesterday that business entities are again required to report Beneficial Ownership Information under the Corporate Transparency Act.

FinCEN, as the agency in known, is now providing new, extended deadlines for BOI reports:

  • For the vast majority of reporting companies, the new deadline to file an initial, updated, and/ or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then of 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 the March 21, 2025 deadline 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.

FinCEN also states that in the next 30 days it will “assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks…and initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.”

This latest FinCEN update appears to represent a temporary respite in the flurry of court actions in December of 2024 and January of 2025 that haltingly paused, restarted, and then paused again the BOI disclosure regime, leading to confusion regarding whether affected entities must file their BOI disclosures.  Pending further Court action or regulatory guidance, affected entities should continue to monitor their BOI disclosure requirements and ensure their filings are timely. 

Related: Corporate Transparency Act Mandates Stricter Federal Disclosures

 

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About the Author(s)

Adam Sweet

Adam Sweet, J.D., LL.M.

Principal
Adam leads Eide Bailly's Passthrough Entity Consulting group. He has extensive knowledge in the area of partnership tax, including interpreting partnership agreements, allocation and distribution provisions, and issuing compensatory equity. He is also experienced with both the buying and selling sides of domestic and foreign joint ventures, tax credit partnerships and a variety of IRS controversy matters. Adam also leads Eide Bailly’s Opportunity Zone working group.
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