Update to FinCEN Reporting Rules

On Feb. 18, 2025, the U.S. District Court for the Eastern District of Texas in the Smith, et. al. v. U.S. Department of Treasury case et al. lifted the final injunction that stayed the beneficial ownership (BOI) reporting requirements under the Corporate Transparency Act. This means the registration requirement is again in effect. The Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations. Therefore, per FIN-2025-CTA1, they extended the deadline 30 calendar days from the date the injunction was lifted. 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.

What Business Owners Need to Know About New Reporting Rules

*This article has been updated based on the Update to Reporting Rules described above. It was initially published in December of 2024.

The U.S. government has introduced a new rule that may impact your business. Starting this year, many companies will need to file a report with the Financial Crimes Enforcement Network (FinCEN). FinCEN is a branch of the U.S. Treasury Department that works to prevent financial crimes like money laundering and fraud. This new rule is part of an effort to make business ownership more transparent.

If you’re a business owner, here’s what you need to know.

What’s Changing?

Businesses must now report information about their "beneficial owners." A beneficial owner is someone who owns 25% or more of the business or has significant control over its decisions. This rule applies to most corporations, LLCs, and other entities that file paperwork with a state or tribal government to operate.

Who Needs to File?

If you formed a corporation, LLC, or similar entity, chances are you need to file. However, some organizations, like publicly traded companies or certain nonprofits, don’t have to. If you’re unsure, consult your legal advisor.

What’s the Deadline?

  • Companies created or registered prior to Jan. 1, 2024, and those created or registered on or after Sept. 4, 2024, have until March 21, 2025, to file their initial beneficial ownership information reports with FinCEN.
  • Companies created or registered on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
  • Reporting companies that are created or registered on or after January 1, 2025, have 30 days to file their initial beneficial ownership information reports with FinCEN.

What Information Is Required?

The report will include:

  • Your business’s name and address.
  • Names, birth dates, addresses, and ID numbers (e.g., from a driver’s license or passport) for your beneficial owners.

How to Prepare

  1. Confirm if this applies to your business. Most small businesses will need to file.
  2. Gather the required details. Ensure you have all the information about your business and its owners.
  3. Consult an expert. Talk to your attorney or legal advisor for personalized guidance.

For more information about this rule and how to comply, visit FinCEN’s official website: Beneficial Ownership Information.

This is a big change for many businesses, so make sure you’re ready. Start gathering your information now to meet the deadlines and avoid penalties!