Beneficial Ownership Informational Reporting – Filings Back “On”

By Stanley Rose February 20, 2025

The off again, on again changes in the “Beneficial Ownership Reporting” (BOI) filing requirements in the last few months are bordering on the absurd, and at the risk of being seen as the boy who cried wolf, your author and his well-used keyboard are here with another update to pass along. In short, the BOI filing requirements created by the “Corporate Transparency Act” (CTA) are back in full force.

This article assumes readers are familiar with the requirements, although those who are unfamiliar can be brought up to speed by first referencing an article update we published on January 24. That article provides a short summary of the rules and the chronology of the changes until now.

Earlier this week, the only surviving injunction (which paused the filing requirements) was lifted, and the upshot is that for most filers, the reporting requirements are back in place, and a new filing deadline of March 21, 2025, was created. That leaves us with the following categories of potential filers and their deadlines:

1. 1. A somewhat small group of potential filers who were party to the National Small Business United v. Yellen lawsuit are not currently required to file at all.
   2. Victims of Hurricanes Beryl, Debby, Francine, Helene, or Milton were previously granted various extended deadlines. Those deadlines fall on both sides of the new, general March 21, 2025, deadline. For those whose storm-related deadlines precede the general deadline, their deadlines are extended to March 21, 2025. For those whose storm-related deadlines fall after the general deadline, the later deadlines are still valid.
   3. For most filers (those not party to the lawsuit or victims of the storms listed above), the new deadline is March 21, 2025.

So far, all the pauses in the filing deadline have been initiated by injunctions: An injunction paused the filings, and when the injunction was lifted, Treasury granted an extension of the deadline to allow filers to comply without being stung by a retroactive deadline. Treasury, however, recently floated the possibility that it might offer some voluntary concessions of its own. Through FinCEN (Treasury’s Financial Crimes Enforcement Network), it indicated that it may soften the rules somewhat for small businesses and what it determines to be low-risk filers. (Recall that these rules were created primarily to curb terrorism and unmask other bad actors.) Specifically, it notes that (1) between now and March 21, 2025, it will consider whether to modify the filing deadline (yet again) for entities that it deems unlikely to pose national security risks; and (2) later this year it may revise the filing process itself to reduce the filing burden for low-risk entities, including many small businesses. However, until and unless those concessions materialize, most filers are now facing the new March 21, 2025, deadline.

More information on the deadlines and the possible concessions may be found on the BOI section of FinCEN’s website.

Finally, we’ll point out again that BNN is sharing news of developments like this because we know it is of interest to our clients and other readers, and we want you to be informed. However, we do not prepare or assist with BOI filings or determinations of the law’s applicability to specific fact patterns. We suggest that you consult with legal counsel before deciding on any course of action (or inaction) related to this injunction or BOI filing requirements in general.

For more information, please contact Stan Rose your BNN tax advisor at 800.244.7444