February 27th Update- FinCEN issued an update that contained two important pieces of information. First, the agency will not be assessing  failure to file penalties for companies that do not meet the extended filing deadline. In addition, FinCEN intends to issue an interim final rule that extends BOI reporting deadline. The interim final rule will be issued prior to March 21st. For additional information visit the FinCEN website. 

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A recent court ruling has opened the door to a new deadline for Beneficial Ownership Information (BOI) reporting as required by the Corporate Transparency Act. On February18th a ruling was issued in the case of Smith, et al. v. U.S. Department of the Treasury that reinstates the original reporting deadline.  When issued it was unclear when the new reporting deadline would be. However, the Financial Crimes Enforcement Network (FinCEN) recently announced the updated deadline as March 21, 2025. The deadline was extended to provide additional time that companies might need to file new, updated, or corrected reports. At the same time, FinCEN will assess additional options to update deadlines prioritizing those entities that pose the highest national security risks. To help clients, prospects, and others, Dermody, Burke & Brown CPAs has provided a summary of the key details below. 

New Reporting Deadline 

The new reporting deadline was announced in FIN-2025-CTA1. As mentioned above for most companies the deadline for filing new, updated, or corrected BOI reports is March 21, 2025.  There was also language which clarifies FinCEN may update the deadline further to provide extra time needed to prepare BOI reporting companies. Concurrently, companies that were previously given a deadline later than the new one must file their reports by the original extended date. This may include those that received an extension due to a natural disaster. 

Next Steps

Now that the reporting requirement is back in effect, companies should take the following steps to ensure compliance. 

• Determine Status - First determine whether the business is required to report, also known as reporting companies. There are two types of reporting companies including domestic and foreign reporting companies. The former includes corporations, limited liability companies, and other entities created by filing with a secretary of state or other official office in the U.S..The latter includes entities formed under the laws of a foreign country that has registered to conduct business within the U.S. It is important to note that sole proprietorships are not considered reporting companies. 

• Compile Key Data – Compile the necessary company and individual owner information which must be reported. On the company level this includes full legal name, any doing business as names (DBA), primary address, state or other jurisdiction of formation, and a taxpayer identification number (TIN). On the individual level it includes the owner’s date of birth, residential address, unique identification number from a government id, issuing jurisdiction, and a photo of the ID. 

• File the BOI Report – A BOI report must be filed through the FinCEN website and may only be done electronically. Reporting companies can either download the BOI report form for completion or may complete the document and immediately submit it. There is also the option to conduct system to system filing through an API, but this method is generally by third party providers and others.

• Maintain Updates – Ensuring there is a monitoring process in place designed to identify changes that need to be submitted. This includes the company’s ownership structure, address updates, changes to ownership percentage, and even new beneficial owners. Note that these updates must be reported to FinCEN within 30 days of any changes occurring. 

Contact Us

After months of delays, it appears New York companies will need to comply with the updated reporting deadline. Now is the time to review your situation and determine whether you need to file. If necessary, start compiling the information to meet the updated deadline. If you have questions about the information outlined above or need assistance with another issue, Dermody, Burke & Brown can help. For additional information call 315-471-9171 or click here to contact us. We look forward to speaking with you soon.