FinCEN Extends Beneficial Ownership Information Reporting Deadline Following Court Decision
In a significant development for tax practitioners and their clients, the Financial Crimes Enforcement Network (FinCEN) has extended the deadline for most reporting companies to file their Beneficial Ownership Information (BOI) reports to January 13, 2025. This extension came shortly after the Fifth Circuit Court of Appeals lifted an injunction that had temporarily suspended the reporting requirement.
Key Deadline Changes
The revised deadlines reflect FinCEN’s recognition that reporting companies need additional time to comply following the period of legal uncertainty. Here are the updated filing requirements:
Pre-2024 Entities
Companies created or registered before January 1, 2024, now have until January 13, 2025, to file their initial BOI reports, extended from the original January 1, 2025 deadline.
Recent and New Entities
- Companies registered between September 4 and December 2, 2024, with original filing deadlines between December 3-23, 2024: New deadline is January 13, 2025
- Companies registered between December 3-23, 2024: Receive an additional 21 days from their original filing deadline
- Companies registered on or after January 1, 2025: Must file within 30 days of receiving notice of effective registration
Legal Context
The deadline extension follows a complex legal battle in Texas Top Cop Shop, Inc. v. Garland. While the Eastern District of Texas initially blocked enforcement of the Corporate Transparency Act (CTA) on December 3, the Fifth Circuit Court of Appeals has now reinstated the reporting requirement. The court indicated strong confidence in the CTA’s constitutionality, though litigation continues.
Compliance Requirements
The CTA’s core requirements remain unchanged. Reporting companies must still disclose:
- Identity and information about their beneficial owners
- For entities formed after January 1, 2024, information about “applicants” who filed formation documents
Industry Response
Despite advocacy efforts from the AICPA, NAEA and several professional associations for a longer delay, recent congressional action did not include BOI deadline extensions in the latest spending bill. Tax professionals should note that companies qualifying for disaster relief may have extended deadlines beyond January 13, 2025, and should follow whichever deadline falls later.
Action Items for Tax Professionals
- Review client portfolios to identify affected reporting companies
- Update compliance calendars with new deadlines
- Communicate deadline changes to clients
- Monitor FinCEN’s CTA compliance tools and alerts
The reinstated reporting requirements and adjusted deadlines provide a brief extension for compliance, but practitioners should begin preparing their clients’ BOI reports promptly to ensure timely filing.