Beneficial Ownership Reporting Obligations Reinstated

As a result of a recent federal court ruling, many small businesses will need to comply with the Corporate Transparency Act (CTA) and report beneficial ownership information (BOI) by March 21, 2025, to the Financial Crimes Enforcement Network (FinCEN).

On Feb. 19, 2025, FinCEN released new guidance stating that as a result of a Texas federal judge lifting a nationwide injunction in the case of Smith v. United States Department of the Treasury, BOI reporting requirements under the CTA are now back in effect. The guidance states:

“For the vast majority of reporting companies, the new deadline to file an initial, updated, and/or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then 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.” 

FinCEN also stated that reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline.

While non-exempt companies formed on or before Feb. 19, 2025 must comply with the March 21 reporting deadline, FinCEN has indicated that it intends to look at how to reduce the burden for lower-risk entities, including many small U.S. businesses, by possibly revising the BOI reporting rule. In releasing its statement, FinCEN said it “will assess its options for further modifying deadlines.”

Non-exempt companies formed after Feb. 19, 2025 will have 30 days from their formation to file their BOI reports.

In a related development, the House recently passed NAHB-supported legislation, the Protect Small Business from Excessive Paperwork Act of 2025 (H.R. 736), that would delay CTA reporting requirements until Jan. 1, 2026. 

NAHB worked closely with Senate Banking Committee Chairman Tim Scott (R-S.C.) to get a companion bill introduced in the Senate just days after the measure passed the House.

Senate Banking Committee members — including Sens. Mike Rounds (R-S.D.), Thom Tillis (R-N.C.), Bill Hagerty (R-Tenn.), Cynthia Lummis (R-Wyo.), Katie Boyd Britt (R-Ala.), Pete Ricketts (R-Neb.), Jim Banks (R-Ind.) and Kevin Cramer (R-N.D.) — joined Sen. Scott on the legislation. Sens. Jerry Moran (R-Kan.) and James Lankford (R-Okla.) also signed onto the bill.

NAHB will continue to work on the legislative and legal fronts to ensure small businesses have ample time to file BOI with FinCEN. But until and unless the situation changes, companies must comply with CTA’s BOI reporting requirements by the March 21 deadline, unless they were previously given a deadline after that date.