Beneficial Ownership Reporting Requirements Reinstated as of February 18, 2025

As of February 18, 2025, the U.S. District Court for the Eastern District of Texas has reinstated the requirement to submit beneficial ownership information (BOI) reports under 31 U.S.C. § 5336, also known as the Corporate Transparency Act (CTA).

Background

On January 7, 2025, the court issued an order staying FinCEN’s regulations implementing BOI reporting requirements, temporarily halting enforcement of the CTA. The U.S. Department of Justice, on behalf of the Treasury, appealed the decision on February 5, 2025, and requested a stay of the order. On February 18, 2025, the court granted the stay, effectively reinstating BOI reporting requirements while the appeal is pending.

Updated Compliance Deadlines

Recognizing that companies may need additional time to comply, FinCEN has extended the BOI reporting deadline to March 21, 2025. Additionally:

• Entities formed on or after February 18, 2025, remain subject to the 30-day filing rule. For example, an entity formed on February 20, 2025, must submit its BOI report by March 22, 2025 (30 days from its formation date).
• FinCEN may provide further deadline modifications and has issued a formal notice (FIN-2025-CTA1), available at FinCEN’s website.

Next Steps for Reporting Companies

• Non-exempt reporting companies must now submit new or updated BOI reports in compliance with the CTA.
• Reports can be filed directly through FinCEN’s E-Filing system, free of charge.

If you have any questions about how these reinstated reporting requirements apply to you, please do not hesitate to contact us. We will connect you with one of our corporate attorneys to assist as needed.