ALERT: FINCEN BENEFICIAL OWNERSHIP INFORMATION REPORTING IS BACK IN EFFECT–FOR NOW
Posted on February 24, 2025 by Lasher Holzapfel Sperry & Ebberson
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UPDATE: Per the U.S. Treasury Department announcement, FinCEN is now dead except for some limited foreign entity reporting. See post at FINCEN Filings Terminated for additional information.
UPDATE: On February 27th FinCEN announced that it is again reviewing deadlines and won’t take enforcement action against companies that fail to file by March 21, 2025. FinCEN additionally stated that it is reviewing and will be making further deadline announcements. Importantly FinCEN did not actually halt the FinCEN filing requirements. We continue to recommend that companies make their FinCEN filings to remove themselves from this bureaucratic chaos.
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Following are some of the latest developments with FinCEN and some action items:
- A second Texas federal district court has lifted a pause on the Corporate Transparency Act’s beneficial ownership information (“BOI”) reporting requirements. As such, the Treasury’s Financial Crimes Enforcement Network (FinCEN) has set a new filing deadline of March 21, 2025 for entities formed prior to February 18, 2025. Entities formed on or after that date must file within thirty (30) days from the date of creation. Consequently, beneficial ownership information filings are no longer voluntary.
- The Trump administration supports CTA/FinCEN and BOI reporting, which it separately determined was constitutional.
- Some speculate that the new deadlines may be provisional due to other developments such as: (i) the unanimous passing of a House bill (extending the filing deadline to January 1, 2026) that is now awaiting similar Senate action; (ii) a notification from FinCEN that there may be further changes to the reporting deadline; and (iii) several court cases challenging the constitutionality of the Corporate Transparency Act which remain pending.
For now, the vast majority of U.S. entities must comply with BOI reporting. While there may be shifts in filing deadlines, we anticipate that CTA/FinCEN will ultimately be found constitutional and, given the support of by the Trump administration, BOI reports will be required. Consequently, our recommendation is that clients proceed to file BOI reports to “just get them done” and avoid possible penalties. Lasher will continue to monitor FinCEN developments and to provide BOI filing services on a first come, first served basis. Contact FinCEN@lasher.com to arrange your filing(s).
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UPDATE: On February 27th FinCEN announced that it is again reviewing deadlines and won’t take enforcement action against companies that fail to file by March 21, 2025. FinCEN additionally stated that it is reviewing and will be making further deadline announcements. Importantly FinCEN did not actually halt the FinCEN filing requirements. We continue to recommend that companies make their FinCEN filings to remove themselves from this bureaucratic chaos.
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