BOI Ping Pong: Reporting Requirement Returns

Most reporting companies have until March 21, 2025 to comply with the law

Practitioners are rightly confused about the status of the beneficial ownership information (BOI) reporting requirement in the Corporate Transparency Act (CTA), which has been in constant flux for several months.

In January 2025, the Supreme Court stayed enforcement of one of the nationwide preliminary injunctions. On February 18, 2025, the other remaining nationwide preliminary injunction was stayed in light of the Supreme Court ruling. BOI is back!

While groups continue to challenge the constitutionality of the CTA, the reporting rule is in effect, and reporting companies must file initial, updated, or corrected BOI reports as required by the CTA.

New Reporting Deadline

The new deadline to file any previously unfiled initial, updated, or corrected BOI reports is March 21, 2025. Reporting companies previously given a reporting deadline later than March 21, 2025 must file their BOI report by that deadline. For example, FinCEN announced disaster reporting relief in October 2024.

For reporting companies formed after February 19, 2025, or updates or corrections that occur after February 19, 2025, the initial, updated, or corrected BOI report must be filed within 30 days.

Trump’s CTA Position

There were questions on whether the Trump administration would continue to enforce the CTA. I think it is clear the answer is yes: the Justice Department continued to litigate for a stay of the nationwide preliminary injunction after Trump’s inauguration, and FinCEN has announced new reporting deadlines in reaction to the stay.

Congress May Step In

The House passed H.R. 736 on February 10, 2025, by a vote of 408-0. This bill requires reporting companies formed or registered before January 1, 2024, to submit this information to FinCEN by January 1, 2026, instead of by January 1, 2025 (or March 21, 2025, based on the FinCEN announcement).

It is unknown if the Senate will pass similar legislation in the next 30 days.

Next Steps

Any reporting company client must comply with the CTA in the next 30 days. Since the entity return deadline is March 15, 2025, the overlap can allow practitioners to do a “check-in” to ensure compliance or offer BOI report filing services.

Since single-member LLCs that are disregarded entities for federal tax purposes are also reporting companies (unless they fall into an exception), it may be prudent to contact all clients who had a Schedule C, E, or F on their 2023 Form 1040 to do a “check-in” to ensure compliance or offer BOI report filing services.

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