February 20, 2025

New March 21st Deadline for BOI Reporting

The Corporate Transparency Act (CTA) passed in 2021 includes several provisions designed to prevent illegal activities such as money laundering and tax evasion. A key component of the legislation is the requirement for businesses to file Beneficial Ownership Information (BOI) to the Financial Crimes Enforcement Network (FinCEN). The reporting opened January 1, 2024, but has experienced several delays due to ongoing litigation. The culmination has been a delay in the reporting requirement since mid-January.  

However, on February 18^th, a decision was made in the case of Smith v US Department of Treasury that lifts the injunction and places the reporting requirement into effect. Since FinCEN recognizes that companies may need more time to prepare the filing, the general reporting deadline has been extended to March 21, 2025. This means that eligible companies have thirty days to act. To help clients, prospects, and others, Wilson Lewis has provided a summary of the key details below.

What is a BOI Report?

This report is required for certain businesses in the U.S. to disclose details about their beneficial owners—the individuals who ultimately own or control a company. This reporting requirement is part of the Corporate Transparency Act (CTA), which was enacted to combat money laundering, fraud, and illicit financial activities.

BOI Reporting Requirements

The information that needs to be reported includes both details on the company and each beneficial owner(s).

• Company Reporting – Businesses will need to provide legal name, any trade names, current street address (P.O. boxes may not be used) and principal place of business (assuming it’s inside the U.S), the jurisdiction of formation/registration, and tax identification number. It is important to note that if a foreign company has not received a US number, then the report should include the tax identification number issued by a foreign jurisdiction.
• Owner(s) Reporting – Everyone required to report must provide full name, date of birth, residential address, and an identifying number from an acceptable document such as a U.S. passport or driver’s license (and the name of the issuing state or jurisdiction). Acceptable documents include a non-expired U.S. drivers license, non-expired federal/local government document, non-expired U.S. passport, or a non-expired passport issued by a foreign government. Note the last option will only be accepted when the reporter does not have any of the first three.

All BOI reports need to be filed electronically with FinCEN through the BOI Reporting Portal. Paper submissions are not allowed and will not be accepted.

New Reporting Deadlines

The updated deadlines have been outlined in FIN-2025-CTA-1 and include,

• March 21st Deadline – Most of the businesses required to report BOI information will have until mid-March to file an initial, updated, or corrected report. If needed, FinCEN will provide any updates before this day if further modifications are needed. The agency wants to ensure all companies required to report have adequate time to comply and submit the required information.
• Extended Deadline – In certain circumstances, companies were given a deadline that is later than the March 21^st For these filers, they are not required to meet the new deadline but should adhere to  the extension. This means that if a company received an extended date due to qualified disaster relief, then they should follow the extended deadline.

Concurrently, the House of Representatives recently passed the Protect Small Business from Excessive Paperwork Act of 2025. The legislation calls for an extended reporting deadline of January 1, 2026, for reporting entities formed prior to 2024.

Contact Us

The recent court rulings surrounding BOI reporting have created confusion for many Atlanta business owners. Given the updated deadline it is important to review your situation and prepare/update any required reports. If you have questions about the information outlined above or need assistance with a tax or accounting issue, Wilson Lewis can help. For additional information call 770-476-1004 or click here to contact us. We look forward to speaking with you soon.