New in 2024 was the Financial Crimes Enforcement Network (FinCEN) enforcement of the Corporate Transparency Act (CTA), which starting January 1, 2024 required privately held Reporting Companies to report their Beneficial Owners and Substantial Control individuals. While in place for all of 2024, it started to see serious traction in the 4th Quarter of 2024 as the deadline approached, ultimately resulting in a nationwide injunction in early December 2024, which was then reversed in late December 2024 only to be reinstated a few days later. In January 2025 the initial case that generated the injunction was ultimately lifted, however a separate case put a new injunction in place. The net result was that FinCEN was barred from enforcing the provisions of the CTA during this period.
On February 18, 2025, in the separate case, Smith, et al. v. U.S. Department of the Treasury, a decision was granted staying the injunction and thereby allowing for enforcement of the CTA and BOI reporting. That same day, FinCEN issued a notice, which states that companies now have until March 21, 2025 to complete the reporting. It is important to note that the notice does also state during this period that FinCEN will assess options to further modify deadlines, making it possible this deadline will once again be pushed back.
Separate from all of this, a bill was introduced and ultimately passed in the House, passing 408-0, to extend the deadline to January 1, 2026. This bill still needs to be passed by the Senate, but it is clear that there is momentum in congress to potentially push this back further. The original 2021 law was passed in a bi-partisan manner so it’s still uncertain if an outright repeal is forthcoming.
For many of our clients, we advised that the initial BOI Injunctions and pauses were more of a speed bump, rather than a stop sign and continued to advise filing. For those that wanted to wait to file, or that haven’t yet started, they will need to start working with their professional team to file by March 21, 2025. Given pending legislation, current administration priorities, and even FinCEN’s admission that during this next 30-days it will assess options to further modify deadlines, this is probably not the end of this story; that said, having this completed is one less open item for many business owners to be worried about continuing to monitor.
If your business still needs to complete their CTA BOI filing please reach out to your Cerini and Associates, LLP professional.
Edward McWilliams, CPA
Partner
Ed is a Partner in the firm’s tax and business advisory practice focusing on providing services to middle market private companies across different industries as well as to early stage startups. Ed has over a decade of experience providing tax and business consulting services to these companies of different sizes and across different industries, bringing a broad and diverse knowledge base and strategic solutions to the many complex issues that businesses face.
Jacob Lutz, CPA
Director, Tax
Jacob joined Cerini & Associates in January of 2013 and has been actively providing tax, compliance, and business advisory services to a wide variety of both for-profit and non-profit clients.
Kayla Vigorito, MBA
Supervisor
Kayla is a member of Cerini & Associates’ tax staff which provides services across a variety of industries including healthcare, construction, retail, manufacturing, service, and technology.
