February BOI Report Update – Mandatory With New Deadline
As of February 18, 2025, a federal court has restored the U.S. Treasury’s Financial Crimes Enforcement Network’s (FinCEN) right to enforce Beneficial Ownership Information (BOI) Reporting nationwide. With several pending court cases still creating confusion around BOI Report requirements, we’ve created this quick run down of what you need to know as a small business owner.
We’ve stayed up to date on all previous BOI Report changes. Read through the timeline by visiting our previous blogs on the December 3rd Texas injunction, December 23rd stay on the injunction, December 26th injunction reinstatement, and the January 23rd stay on the injunction.
What’s been going on with the BOI Report?
The BOI Report, a requirement under the Corporate Transparency Act (CTA) signed into law in 2021, came into effect on January 1st, 2024 as a means of combating financial fraud and money laundering. Since then, it’s been challenged multiple times through several ongoing lawsuits.
As a result of a series of court decisions and filings, most businesses registered in the U.S. are once again required to provide information on individuals with executive power or ownership in a company. This includes identifying information on beneficial owners (the people who own and control your business) and company applicants (the person who submits formation paperwork for your business).
Stays granted on two key CTA injunctions
The U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al. has granted the Department of Justice’s request for a stay on the court’s January 7th, 2025 decision to halt BOI Reporting requirements. A stay stops a legal proceeding. In this case, the halt on the BOI Report.
The current stay on the injunction will remain in place until a decision is made on a request for appeal that was filed alongside it on February 5, 2025. Since it mirrors an earlier decision the Supreme Court made in McHenry v. Texas Top Cop Shop, Inc., the February 18th stay officially removes all obstacles preventing FinCEN from enforcing BOI Reporting requirements for most reporting companies.
Thankfully, in consideration of the dizzying sequence of updates recently, FinCEN has eased the deadlines for companies who have yet to file.
BOI Report updated deadlines
In light of the BOI Report being mandatory again, FinCEN has updated the deadline for when existing companies formed before February 18th, 2025 must file:
- Existing business: March 21, 2025 deadline
- New businesses formed after February 18th: 30 day deadline from their formation date
Certain companies, like those dealing with the disastrous effects of Hurricanes Milton, Helene, Debby, Beryl, and Francine, are being granted additional time to file their reports. Exact details of these disaster relief extensions can be found on FinCEN’s official website.
FinCEN will be considering further modified due dates between now and the new due date in March, focusing the reporting burden on companies that “pose the most significant national security risks,” according to FinCEN’s press release on the February stay.
Reporting companies who have yet to file might see this 30 day window shrink quickly. If you own a reporting company, and you’d like some assistance, Northwest can file your BOI Report on your behalf.
Companies exempt from BOI Reporting
Currently there is still ongoing litigation surrounding National Small Business United v. Yellen. Plaintiffs in the National Small Business case are currently not required to file a BOI Report.
This includes Isaac Winkles, a plaintiff in the case, any companies he is a beneficial owner or company applicant of, the National Small Business Association, as well as those who were members of the National Small Business Association as of March 1, 2024. There are also exemptions for the BOI Report that may apply to your business, depending on your industry.
BOI Report updates to watch out for
Along with potential updates FinCEN may make to BOI Report deadlines, there are also a few more moving parts business owners should be aware of. This includes H.R.736, a bill that seeks to extend BOI Report deadlines for most companies until January 1st, 2026.
H.R.736 or The Protect Small Businesses from Excessive Paperwork Act of 2025, has already passed the House of Representatives and currently rests in the hands of the Senate Committee on Banking, Housing, and Urban Affairs. Another bill, H.R.8147, the Repealing Big Brother Overreach Act, has also been introduced in an effort to repeal the CTA entirely. This bill currently sits in the hands of the House, as of April 29, 2024.
