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Advocacy Alert: Second BOI injunction lifted; FinCEN announces new March 21 filing date

February 19, 2025

By FICPA Staff

A judge in the Eastern District of Texas on Tuesday lifted an injunction in Samantha Smith v. U.S. Department of the Treasury, thereby reinstating enforcement of the Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) reporting requirements.

On Wednesday, the Financial Crimes Enforcement Network (FinCEN) announced that "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."

Of note for Florida filers, FinCEN specified 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. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline."

The FICPA reminds our members that many Florida reporting companies have already received six-month, storm-related extensions from FinCEN related to Hurricanes Debby, Helene and Milton. These extensions are unique to each storm and specific to each county. FICPA members are encouraged to read the FinCEN notices carefully and check the Federal Emergency Management Agency's major disaster maps to see how each extension does or does not apply to a specific Florida county.

Tuesday marked the second time in two months that BOI reporting has been reinstated, with a pair of CTA challenges prompting a series of stops and starts in federal court. 

The Supreme Court of the United States on Jan. 23 lifted an injunction in Texas Top Cop Shop, Inc. v. Bondi, but the BOI reporting freeze remained in place thanks to a separate injunction in Smith v. Treasury that was handed down on Jan. 7.

In his order on Feb. 17, Judge Jeremy Kernodle, who issued the injunction in Smith, cited the high court’s ruling in Texas Top Cop Shop as basis for the stay.

With both nationwide injunctions lifted, FinCEN is once again enforcing the CTA’s reporting requirements, but each case continues on appeal. Texas Top Cop Shop, Inc. v. Bondi is currently scheduled to be heard by the Fifth Circuit Court of Appeals on April 1.

In the meantime, FinCEN says it will use the next 30 days "to assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.

"FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses."

FinCEN's full release from Wednesday appears below. 

FinCEN Alert: Corporate Transparency Act reporting requirements back in effect

With the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for most companies.

Notably, in keeping with Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.

FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.

Updated Deadlines

  • 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.
  • 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. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.
  • As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
  • For updates on other litigation related to the Corporate Transparency Act and its effect on reporting requirements for certain plaintiffs, see alerts below.

For more information, see FinCEN Notice, FIN-2025-CTA1, FinCEN Extends Beneficial Ownership Information Reporting Deadline by 30 Days; Announces Intention to Revise Reporting Rule (February 18, 2025).

Reporting companies can report their beneficial ownership information directly to FinCEN, free of charge, using FinCEN’s E-Filing system available at https://boiefiling.fincen.gov. More information is available at fincen.gov/boi.