FinCEN’s new BOI filing deadline: Implications for small businesses

February 26, 2025 | by Atherton & Associates, LLP

Small business owners tracking their compliance obligations now have a new date to mark on their calendars: the Financial Crimes Enforcement Network (FinCEN) has announced March 21 as the revised deadline for most entities that must file Beneficial Ownership Information (BOI) reports under the Corporate Transparency Act (CTA). This announcement follows a series of legal challenges that briefly halted the filing requirement, only for the courts to lift the injunctions and revive the law. Below is a detailed overview of how the CTA and its BOI reporting rules affect small businesses, along with steps to prepare for compliance.

Understanding the Corporate Transparency Act (CTA) and Beneficial Ownership Information (BOI)

The Corporate Transparency Act was passed to bolster anti-money-laundering measures in the United States by collecting specific information about the real people who ultimately own or control certain small businesses. Although large entities usually have existing disclosure obligations, the CTA extends these requirements to smaller corporations, limited liability companies (LLCs), and similar structures. The goal is to prevent criminal actors from hiding their financial dealings behind corporate veils. However, small businesses find themselves at the heart of the CTA’s mandates, often due to limited awareness or resources to keep up with new federal filing obligations.

Under the CTA’s rules, these businesses must submit Beneficial Ownership Information directly to FinCEN, disclosing details about each beneficial owner. The CTA aims to make it more difficult for criminals to exploit shell companies, but it also places an administrative burden on many small businesses that have never before faced such federal disclosure requirements. Meanwhile, ongoing legal and legislative developments continue to shape the CTA’s enforcement timeline.

Recent Legal Developments and the New Filing Deadline

Background on Delays and Injunctions

The path to the current March 21 filing deadline was anything but straightforward. After the CTA became law, FinCEN initially set filing obligations to begin in early 2025 for most existing small businesses. However, in the wake of legal challenges filed in federal courts, injunctions paused the collection of BOI. The central argument in these lawsuits revolved around the reach of federal authority over small businesses, as well as concerns about potential privacy violations.

For a period, these injunctions meant that intended deadlines—such as January 13—were no longer in effect and businesses remained in limbo. The legal situation changed dramatically when courts lifted these injunctions, most recently through a case that granted a stay of a nationwide block on the CTA’s BOI reporting requirements. As soon as that final injunction was lifted, FinCEN reestablished a compliance window for BOI filings and pushed the overarching deadline to March 21. This new date applies to businesses that originally needed to file by early 2025 but were affected by the litigation delays. For entities created or registered on or after February 18, 2025, they must file their BOI report within 30 days of formation or registration.

Exceptions & Later Deadlines

Although March 21 applies broadly to the majority of small businesses, some entities have different timelines. If a company had already received a filing extension because of disaster relief or other circumstances, that later deadline remains valid. Businesses, for example, with an April 2025 extension should keep their previously assigned due date. Likewise, FinCEN has signaled it may further revise the deadlines if it determines that businesses need more time or if compliance can be prioritized towards higher-risk scenarios. Over the next 30 days, FinCEN will assess how to handle specific categories of small businesses that it believes pose lower short-term security risks.

Which Businesses Must File

Defining “Reporting Companies”

The CTA casts a wide net to cover most U.S.-based corporations, limited liability companies, and other similar entities formed by filing paperwork with a state authority. Many of these entities have fewer than 20 employees and might have minimal financial activity. Nonetheless, the law presumes these small businesses are potential vehicles for illicit financial activity if their ownership structures are not transparent.

There are exceptions. Sole proprietorships and general partnerships that have not registered with a state typically do not need to file, as they are not formed through the same formal processes as corporations or LLCs. Additionally, certain larger or more heavily regulated entities, such as publicly traded companies, generally already have robust disclosure frameworks and are outside the CTA’s BOI requirements.

Required Information

Reporting companies must disclose identification details for each “beneficial owner.” A beneficial owner is any individual who exercises substantial control or owns at least 25% of the business. The submitted information typically includes the individual’s full legal name, date of birth, current residential or business address, and a unique identifier (such as a passport or driver’s license number).

Additionally, for new entities formed on or after January 1, 2024, the CTA introduces the concept of “company applicants.” These are individuals directly responsible for filing the formation documents with a state, such as articles of incorporation. This provision expands the scope of required disclosures beyond just owners, aiming to identify those who set up new legal entities.

Steps Small Businesses Should Take Now

Gathering Documentation

Because the CTA calls for specific personal details, small business owners should begin by identifying all individuals who qualify as beneficial owners and confirming the accuracy of their information. Businesses that have multiple owners across various locations may find it takes time to collect the necessary residential or business addresses, dates of birth, and identifying document numbers. Having this data in one secure repository can streamline the filing process and reduce the chance of errors.

Even if there is a possibility that the filing deadline might shift, it’s wise to secure the documents well in advance. Proper planning will also help you recognize if your business structure creates any ambiguity regarding who holds “substantial control.” The sooner those questions are clarified, the easier it will be to submit correct information in case FinCEN issues any new guidance before March 21.

Filing the BOI Report

FinCEN provides an online system at BOIefiling.FinCEN.gov for submitting the required information. The agency does not impose any filing fee on businesses that choose to file directly through this platform, although some third-party service providers charge fees for assistance or on behalf of their clients. Businesses should be aware that they can handle the process themselves at no additional cost, especially if they have a straightforward ownership structure.

With the new March 21 deadline in mind, small business owners should file promptly once they have verified all details. For those that have obtained an extension beyond March, continue to observe the specific later filing date. Keep in mind that FinCEN has set a 30-day window in which it may further adjust deadlines. If you have formed a new entity but have yet to file, clarify whether you fall into any special categories that might extend your reporting date.

Potential Consequences of Non-Compliance

The CTA enforces its rules with considerable penalties designed to encourage timely, accurate reporting. Willfully failing to file a BOI report or submitting false information can lead to a fine of ~$606 per day, up to a maximum of $10,000, and the possibility of up to two years in prison.

Moreover, disclosing or using beneficial ownership information without proper authorization carries similarly severe punishments. FinCEN’s aim is to tighten anti-money-laundering compliance, and the agency has signaled an increased focus on ensuring that small entities do not slip through the cracks. Even if your business appears low-key with minimal revenue, you should not assume the CTA will overlook it. The high stakes highlight the importance of understanding the requirements and submitting information accurately and on time.

Upcoming Changes and Possible Relief

FinCEN’s Plans to Amend Reporting Rules

Although FinCEN is currently expecting businesses to meet the March 21 deadline (or a later extension date if granted), it has committed to reviewing its procedures within a 30-day window. One element of that review is determining whether smaller and lower-risk entities should have more relaxed reporting standards or extended deadlines. In the meantime, FinCEN wants to prioritize obtaining BOI from higher-risk companies that could pose national security concerns.

The potential revisions might include streamlined forms, reduced data entry requirements, or elongated timelines for businesses that have limited risk exposure. However, small businesses should remain prepared for the filing date at hand and not assume these potential modifications will relieve the compliance burden altogether.

Congressional Action

While the judicial arena has seen various challenges to the CTA, Congress is also weighing in with proposed legislation. One pending bill, known as HR736, aims to push the filing deadline for most companies to January 1, 2026. This would offer a significant reprieve for small businesses scrambling to gather ownership details. Another measure, the Repealing Big Brother Overreach Act, seeks to eliminate the reporting requirements entirely, arguing that the CTA places unnecessary burdens on small businesses.

Neither piece of legislation has become law, and their future remains uncertain. Whether or not they pass, small businesses must abide by the CTA as it presently stands. Some owners are hopeful that a legislative solution might reduce complexity or extend timelines, while others remain skeptical that any meaningful relief will arrive before the current March 21 deadline.

Best Practices for Compliance Preparation

With the CTA deadline approaching, businesses can adopt a few best practices to navigate the requirements effectively:

Act Early: Even though the possibility of extensions exists, gathering information and filing sooner rather than later helps reduce the risk of missing deadlines.

Monitor Official Channels: Keep an eye on FinCEN’s announcements and official guidance, particularly as it evaluates the need for further deadline extensions or modifications. Any postponements or amendments will likely be publicized promptly.

Seek Professional Guidance: Although many small businesses can file on their own, complex ownership structures, multi-state operations, or partial foreign ownership might require advice from an accountant or attorney. Engaging with professional services firms can ensure compliance and help you respond quickly to any changes.

As deadlines and legal rulings shift around the Corporate Transparency Act, one thing remains clear: small businesses shoulder significant responsibilities for disclosing ownership information. The March 21 deadline is now the central focus for most small entities, yet the CTA’s enforcement landscape remains fluid. If you own or manage a small business, preparation is essential. Compile accurate information about your beneficial owners, stay informed about any last-minute changes from FinCEN, and be mindful of potential legislative or judicial developments on the horizon. Though the CTA adds new tasks to your to-do list, prompt action and careful attention to detail will go a long way toward fulfilling your obligations and avoiding penalties.

This article is intended for general informational purposes only. It does not constitute legal advice or a substitute for legal or professional counsel. Businesses should consult qualified professionals to ensure compliance with the Corporate Transparency Act, FinCEN regulations, and any other relevant state or federal laws.