Filing Obligations Reimposed!! Status of CTA Reporting Rule as of February 19, 2025

February 19, 2025 Alerts and Newsletters

Updated February 20, 2025.

The CTA seesaw continues. On February 19, FinCEN announced it is reinstating the CTA reporting obligations and setting new deadlines for submissions. Says FinCEN:

“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. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.”

Initial BOI Reports. For Verrill clients with non-exempt entities and with only limited exceptions, here are the now-applicable filing deadlines for initial BOI reports:

  • For reporting companies formed[1] before January 1, 2024:
    • If the company has not yet filed its initial BOI report, your filing deadline is now Friday, March 21, 2025.
  • For reporting companies formed in 2024 between January 1 and September 3:
    • Your 90-day filing deadline had already lapsed before December 3, 2024, and thus is unchanged.
  • For reporting companies formed in 2024 between September 4 and December 20:
    • If the company has not yet filed its initial BOI report, your 90-day filing deadline has now been extended to Friday, March 21, 2025.
  • For reporting companies formed in 2024 between December 21 and December 31:
    • If the company has not yet filed its initial BOI report, your 90-day filing deadline remains in effect, unchanged.
  • For reporting companies formed in 2025 between January 1 and February 18:
    • If the company has not yet filed its initial BOI report, your 30-day filing deadline has now been extended to Friday, March 21, 2025. You will need to promptly collect the necessary BOI information for your new entity.
  • For reporting companies formed in 2025 after February 18:
    • Your 30-day filing deadline for filing the initial BOI report remains in effect, unchanged. Those who plan to form a new entity after February 18, 2025 should collect the necessary BOI information during the formation process.

Updates and Corrections. Once a company has filed its initial BOI report, the deadline for filing updates and corrections generally is 30 days after the company learns of a change in facts shown on it most recent BOI report. The disruption of filing obligations under the CTA has affected the deadline for filing updates or corrections, as follows:

    • If the company learned of the change before November 3, 2024, the update or correction was already late when filing obligations were suspended on December 3, 2024.
    • For any change learned of between November 3, 2024 and February 18, 2024, the update or correction is due on March 21, 2025.
    • For any change learned of after February 18, 2025, the update or correction is due 30 days after the company learns of the change.

[1] The same set of deadlines apply to non-U.S. entities that become registered to do business in the U.S. We use “formed” here for ease of reference to mean “formed (U.S. entities) or first registered in the U.S. (foreign entities).” In either case, an entity might qualify for an exception from “reporting company” status—see our prior article on exemptions and exclusions.