The Treasury Department’s Financial Crimes Enforcement Network (FinCEN) set a new deadline for 32 million small business to file Beneficial Ownership Information (BOI) reports under the Corporate Transparency Act. The moved followed a decision by a federal judge in Texas to lift the stay on the enforcement of the law.
On January 7, 2025, the U.S. District Court for the Eastern District of Texas issued an order staying FinCEN’s regulations implementing the BOI reporting requirements, precluding FinCEN from requiring BOI reporting or otherwise enforcing the CTA’s requirements. On February 5, 2025, the U.S. Department of Justice filed a notice of appeal of the district court’s order and, in parallel, requested a stay of the order during the appeal.
On February 18, 2025, the court agreed to stay its January 7 order until the appeal is completed. Given this decision, FinCEN’s regulations implementing the BOI reporting requirements of the CTA are no longer stayed. Thus, subject to any applicable court orders, BOI reporting is now mandatory, but FinCEN is providing additional time for companies to report.
However, the Treasury Department says that they recognize that reporting companies may need additional time to comply with their BOI reporting obligations. So FinCEN is extending the deadline 30 calendar days. The deadline for reporting for the vast majority of small businesses will be March 21.
That deadline though is subject to change. With the change in administrations, the Treasury says it is committed to reducing regulatory burden on businesses and during this 30-day period FinCEN will 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.
While the courts and Treasury are given business owners regulatory whiplash, two bills in Congress could give small businesses much-needed certainty.
On Feb. 10, the House passed the Protect Small Business from Excessive Paperwork Act. The one-sentence bill simply postpones the beneficial ownership information reporting deadline for most companies to Jan. 1, 2026. Receiving bipartisan support, the bill is currently in the hands of a Senate committee.
Meanwhile, another bill would get rid of beneficial ownership information reporting requirements for good. In January, Sen. Tommy Tuberville, R-Ala., and Rep. Warren Davidson, R-Ohio, reintroduced the Repealing Big Brother Overreach Act, which attempts to eliminate the Corporate Transparency Act.
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FinCEN/Northern Ag Network
