March 21 BOI reporting deadline set; further delay possible

Most small businesses required to file beneficial ownership information (BOI) reports will have until March 21 to do so after a federal district court lifted the last remaining nationwide injunction that halted the filings, the Financial Crimes Enforcement Network (FinCEN) said Wednesday.

The Monday court order in Samantha Smith and Robert Means v. U.S. Department of the Treasury, No. 6:24-CV-336 (E.D. Texas 1/7/25), granted a Department of Justice (DOJ) request for a stay of the court’s nationwide injunction.

FinCEN, which enforces BOI requirements under the Corporate Transparency Act (CTA), P.L. 116-283, said it would extend the filing deadline for initial, updated, and/or corrected BOI reports to March 21.

However, reporting companies that were previously given a deadline later than March 21 may 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.

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

FinCEN also said it would provide an update “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.”

In lifting its injunction in the Smith case, the district court cited the Supreme Court’s Jan. 23 decision in McHenry v. Texas Top Cop Shop, Inc., No. 4:24-CV-478 (E.D. Texas 12/3/24), to lift a nationwide injunction in a separate Texas case challenging the BOI filing requirements.

Background

Under the CTA, which Congress passed in 2021 as an anti-money-laundering initiative, reporting companies must disclose the identity and information about beneficial owners of the entities. For new entities incorporated after Jan. 1, 2024, reporting companies must also disclose the identity of “company applicants” — defined as any individual who files an application to form a corporation, limited liability company, or other similar entity.

Most reports were originally due by the start of 2025; however, FinCEN pushed that date to Jan. 13, a deadline that the injunction made null.

Willful violations are punishable by a fine of $606 a day, up to $10,000, and two years in prison with similarly serious penalties for unauthorized disclosure.

AICPA advocacy

The AICPA and state CPA societies have written numerous letters to Congress and FinCEN, urging a delay in the reporting deadline.

The AICPA regularly updates its BOI reporting resource center.