Corporate Transparency Act’s BOI Reporting Mandates Reinstated… For Now—Preparing for Upcoming Deadlines and Legislative Challenges

Takeaways

• • Beneficial Ownership Interest (BOI) Reporting Requirements under the Corporate Transparency Act (CTA) Are Back in Effect—A federal judge lifted the nationwide stay on February 17, reinstating the BOI reporting obligations under the CTA. Most reporting companies now have until March 21, 2025, to submit their initial, updated, or corrected BOI reports, though further deadline modifications may be announced.
  • Legislative Efforts to Delay or Repeal the CTA are ongoing.
  • Businesses subject to the CTA should start preparing now to meet the reporting deadline.

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BOI reporting requirements under the CTA are back in effect. On February 17, a federal judge lifted the nationwide stay he had issued on January 7 in Smith v. U.S. Department of the Treasury, 6:24-cv-00336 (E.D. Tex.), allowing the government to resume enforcement of the BOI Rule.

The following day, February 18, the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a notice outlining key updates:

• • For most reporting companies, the new deadline to submit an initial, updated, or corrected BOI report is now March 21, 2025. FinCEN may announce further deadline modifications before then, acknowledging that some companies may need more time to comply.
  • Companies with later deadlines, such as those qualifying for disaster relief extensions, should adhere to their specific filing dates rather than the March 21 deadline.
  • In National Small Business United v. Yellen (N.D. Ala.), plaintiffs—including Isaac Winkles, his associated reporting companies, the National Small Business Association, and its members as of March 1, 2024—may have separate considerations under the ruling.

Businesses subject to the CTA should begin preparing now to meet the March 21 deadline.

Legislative Challenges

On February 10, the House unanimously approved H.R.736, the Protect Small Business from Excessive Paperwork Act, with a 408-0 vote, to grant small businesses established before January 1, 2024, until January 1, 2026, to comply with the CTA BOI reporting requirements. The Senate has yet to take up this bill, though.

Additionally, while H.R.736 moves through Congress, H.R.425 and S.100, collectively known as the Repealing Big Brother Overreach Act, aim to repeal the CTA and remove the reporting requirement altogether. Despite garnering significantly more co-sponsors than HR736, the repeal effort lacks bipartisan backing and is currently stalled in committee in both chambers of Congress.

For more information regarding the CTA or how the new developments around the CTA may impact your business, please contact your local Dykema relationship attorney.