BOI Reporting Under the CTA: New Deadlines and What They Mean for Your Business

ARTICLE | February 27, 2025

BOI Reporting Under the CTA: New Deadlines and What They Mean for Your Business

The Corporate Transparency Act (CTA) continues to generate new requirements and shifting deadlines for Beneficial Ownership Information (BOI) reporting. These ongoing changes have sparked confusion and debate across industries. With so many recent court rulings and legislative motions, it can be challenging to keep up with the compliance timeline. This article explores the CTA’s BOI requirements, examines recent legal developments, and explains how these changes may impact your business. We will also discuss how MBN & Company’s services can help you navigate the complexities of BOI reporting.

Background on the CTA and BOI Reporting

What Is the Corporate Transparency Act (CTA)?

The CTA was introduced as part of the Bank Secrecy Act with the intention of countering illicit financial activity such as money laundering, terrorist financing, and other crimes. It requires many U.S. companies—particularly small businesses—to disclose information about the individuals who ultimately own or control them. While large or heavily regulated entities may be exempt, most smaller companies will need to familiarize themselves with these requirements in order to comply.

Key CTA Reporting Requirements

Companies subject to the CTA must furnish specific details about each “beneficial owner,” including the individual’s name, date of birth, and home address. Additionally, you must submit an acceptable form of identification, such as a driver’s license or passport. A significant consideration for companies is the daily penalty that accompanies noncompliance—fines can reach $606 per day, beginning January 17, 2025.

The Ongoing Legal Battle

Since its enactment, the CTA has faced multiple legal challenges. Various business groups have opposed the law, citing concerns about confidentiality, overreach, and administrative burdens. This resistance has led to multiple injunctions from federal courts, at times blocking the Financial Crimes Enforcement Network (FinCEN) from enforcing the CTA. These courtroom twists are the primary reason that deadlines have been in constant flux.

Recent Injunctions and the Shifting Deadlines

Timeline of Court Decisions

Starting in late 2024, a federal judge issued a nationwide injunction preventing FinCEN from moving forward with BOI enforcement. In January 2025, the Supreme Court overturned one of the injunctions but left another in effect. This conflict created a patchwork of legal barriers that extended into early 2025. Finally, on February 18, 2025, the remaining injunction was lifted, granting FinCEN the authority to restart enforcement of BOI deadlines.

New Reporting Deadline – March 21, 2025

With the final injunction lifted, FinCEN announced that most existing companies must file their initial BOI reports by March 21, 2025. Special rules apply to entities formed more recently, as well as those that come into existence in 2025 or later. While the exact timeline can vary, the important takeaway is that enforcement is now “on again,” and most companies should plan to file on or before March 21, 2025—unless newer guidance or legislation changes this date.

Potential January 1, 2026 Deadline

Adding to the uncertainty, the U.S. House of Representatives voted unanimously to delay the CTA’s compliance deadline to January 1, 2026, for companies formed before January 1, 2024. A similar bill is pending in the Senate, but it remains unclear whether that effort will pass before March 21, 2025. The possibility of another extension means that businesses need to stay informed of future legislative developments.

How Do These Shifting Deadlines Affect Your Business?

For companies of all sizes, the persistent back-and-forth of court orders can make it difficult to implement a steady, predictable compliance strategy. One silver lining is that the extensions provide more time to ensure data accuracy and streamline reporting systems. Still, the fact that the deadlines could change at any moment presents an ever-evolving challenge.

“While the shifting deadlines have caused some confusion, businesses can use this window to get their BOI data in order,” says Jamie Miller, CPA and Partner at MBN & Company. “A proactive approach to compliance is always preferable to last-minute scrambling.”

Key Reporting Considerations

First and foremost, companies must confirm whether they fall under the CTA’s scope. If your business meets the criteria, identify its beneficial owners—those who exercise substantial control or own significant equity stakes. Gather the required personal information and acceptable identification documents well ahead of the reporting deadline. Even after your initial submission, remember that you have a 30-day window to update any changes to previously reported information.

Staying abreast of legislative changes is equally important. With ongoing legal challenges and the possibility of a further extension, the CTA’s compliance calendar could shift again. Keeping a close eye on FinCEN updates, congressional activity, and reputable news outlets can help you respond swiftly if the timeline moves.

Potential Penalties and Compliance Risks

Although these reporting obligations have been on hold multiple times, companies ultimately risk substantial fines if they fail to comply once enforcement resumes in earnest. At $606 per day, those penalties can accumulate quickly. Even if there are further delays or court decisions, it’s risky to assume indefinite postponements. Businesses should act on the assumption that enforcement will move forward to avoid penalty exposure once deadlines are finally set in stone.

How MBN & Company Can Help

At MBN & Company, our Business Advisory team recognizes how disruptive these shifting BOI reporting requirements can be. Although legal advice may fall outside our direct purview, we offer a range of services designed to strengthen your business and keep you focused on growth while navigating regulatory uncertainty. Our professionals have extensive experience in national and global matters, enabling us to offer holistic solutions aligned with your business objectives:

• Business Valuations: Determining your company’s value can be crucial when ownership dynamics come into play.
• Exit Planning: Setting up a robust exit plan ensures the smooth transition of ownership and can parallel your BOI compliance strategy.
• Forensic & Fraud Examinations: If you suspect any irregularities in reported ownership or finances, our forensic experts can help identify and mitigate risks.
• On Demand Accounting & Advisory: Comprehensive support helps you handle day-to-day financial tasks and remain agile in the face of sudden regulatory shifts.

Our multi-disciplinary approach means we’ll work closely with your legal team to ensure that you meet your compliance obligations without sacrificing strategic goals. We aim to simplify complicated issues and streamline your reporting process, so you can concentrate on what matters most—running and growing your business.

Conclusion

BOI reporting under the CTA has been marked by court injunctions and legislative proposals, leaving many business owners guessing about the precise timeline. Currently, March 21, 2025, stands as the critical date for most existing companies to submit or confirm their BOI reports, while the possibility of a one-year legislative extension still lingers. Regardless of the final deadline, it’s wise to proceed proactively by preparing the necessary information, setting up robust reporting processes, and monitoring any new legal developments. With proper planning and professional guidance, compliance becomes a manageable part of your broader business strategy.

Expert Information

Jamie Miller, CPA and Partner – Email: jmiller@marketingbynumbers.io
Jamie Miller has 15 years of public accounting experience and specializes in tax planning, business advisory services, and strategic guidance for construction, real estate, and not-for-profit clients. His hands-on approach helps organizations navigate formation, growth, tax compliance, and succession planning.