IMPORTANT UPDATE:
March 3, 2025
BOI reporting requirements have been suspended
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The U.S. Treasury Department announced on March 2, 2025, small businesses are no longer obligated to file BOI reports and will not face penalties for non-compliance.
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The Treasury is expected to reshape the BOI reporting landscape, potentially leading to more targeted and less burdensome requirements.
Impact on Previously Submitted BOI Reports:
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FinCen has not explicitly addressed the status of BOI reports submitted before the enforcement suspension. However, it is reasonable to assume that FinCEN will retain these submissions in its database.
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Should BOI reporting requirements be reinstated in the future, the information already provided would likely remain valid, potentially reducing the need for resubmission.
Businesses are advised to stay informed about these developments and await further guidance from the Treasury Department regarding any new compliance obligations.
Litigation Timeline
March 2, 2025 The U.S. Treasury Department announced that it will suspend fines and penalties associated with BOI reporting requirements for U.S. businesses. This decision came after facing criticisms from small business groups and political figures regarding the compliance burden imposed by the reporting mandates. February 19, 2025 FinCEN announced that, following the court's decision, BOI reporting requirements are back in effect. To provide companies additional time to comply, FinCEN extended the reporting deadline to March 21, 2025, for most entities. February 18, 2025 U.S. District Judge of the Eastern District of Texas lifted the nationwide injunction in Smith v. U.S. Department of the Treasury, allowing the enforcement of the CTA to resume while the Department of Justice appeals the earlier ruling that declared the law unconstitutional. January 24, 2025 FinCEN confirmed that, despite the Supreme Court’s decision, the BOI reporting requirement is still on hold due to the injunction in Smith v. U.S. Department of the Treasury. Companies do not need to file at this time but may submit reports voluntarily. January 23, 2025 The U.S. Supreme Court lifted the nationwide injunction in Texas Top Cop Shop, Inc. v. Garland, allowing the CTA to be enforced again. However, this did not override the injunction from Smith v. U.S. Department of the Treasury, meaning BOI filing requirements remain paused. January 7, 2025 A federal judge in the Eastern District of Texas issued a nationwide injunction in Smith v. U.S. Department of the Treasury, blocking the enforcement of the CTA. This decision paused BOI filing requirements for all companies. December 26, 2024 A different Fifth Circuit panel vacated the December 23 stay, restoring the district court’s injunction. As a result, companies are once again not required to file BOI reports with FinCEN at this time. December 23, 2024 A panel of the Fifth Circuit Court of Appeals stayed (paused) that preliminary injunction, effectively reinstating the filing requirements. December 3, 2024 A U.S. District Court in Texas granted a nationwide preliminary injunction in Texas Top Cop Shop, Inc. v. Garland. This case is one of several challenging the CTA. Please note that legislative and legal proceedings can be reinstated and reporting requirements or deadlines may occur.
Definitions:
BOI - Beneficial Ownership Information
CTA - Corporate Transparency Act
FinCEN - Financial Crimes Enforcement Network
Penalties
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Prior to the most recent BOI reporting suspension on March 2, 2025, failure to comply with BOI filing requirements resulted in civil penalties up to $591 per day.
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Criminal penalties included fines up to $10,000 and imprisonment for up to 2 years for willful non-compliance or false reporting.
What is BOI?
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BOI stands for Beneficial Ownership Information.
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It refers to details about individuals who own or control 25% or more of a business or have substantial control over the company.
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Prior to March 2, 2025, when the reporting requirements were suspended, this information was required to be submitted to the Financial Crimes Enforcement Network (FinCEN) to comply with federal regulations under the Corporate Transparency Act (CTA).
Why Was BOI Reporting Required?
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BOI reporting was mandated by the Corporate Transparency Act to increase transparency and prevent illicit activities such as money laundering, tax evasion, and terrorist financing.
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It was to designed to help the U.S. government track ownership structures and identify any hidden or complex arrangements that could pose a threat to national security.
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On March 2, 2025, BOI reporting requirements and penalty fees were suspended.
What is BOI?
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BOI stands for Beneficial Ownership Information.
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It refers to details about individuals who own or control 25% or more of a business or have substantial control over the company.
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This information must be submitted to the Financial Crimes Enforcement Network (FinCEN) to comply with federal regulations under the Corporate Transparency Act (CTA).
What is BOI?
-
BOI stands for Beneficial Ownership Information.
-
It refers to details about individuals who own or control 25% or more of a business or have substantial control over the company.
-
This information must be submitted to the Financial Crimes Enforcement Network (FinCEN) to comply with federal regulations under the Corporate Transparency Act (CTA).
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Video: Overview of Beneficial Ownership Information Reporting
Deadlines for BOI Filings
CURRENT UPDATES:
🔔 Alert [December 27, 2024]
Ongoing Litigation – Deadline Stay – Voluntary Submission Only
A recent federal court order means reporting companies are not currently required to file Beneficial Ownership Information (BOI) with FinCEN, nor will they face penalties for not doing so while the order stands. However, companies may still file BOI reports voluntarily.
The Corporate Transparency Act (CTA) remains crucial in combating illicit finance threats like terrorism, drug trafficking, and money laundering. It levels the playing field for small businesses across the country by preventing bad actors from exploiting loopholes.
Recent Litigation Timeline
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December 3, 2024: A U.S. District Court in Texas granted a nationwide preliminary injunction in Texas Top Cop Shop, Inc. v. Garland. This case is one of several challenging the CTA.
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December 23, 2024: A panel of the Fifth Circuit Court of Appeals stayed (paused) that preliminary injunction, effectively reinstating the filing requirements.
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December 26, 2024: A different Fifth Circuit panel vacated the December 23 stay, restoring the district court’s injunction. As a result, companies are once again not required to file BOI reports with FinCEN at this time.
Note: Despite these rulings, FinCEN has issued multiple deadline extensions due to recent hurricanes (Milton, Helene, Debby, Beryl, and Francine). If your business qualifies for disaster relief, you may have extra time to submit BOI reports.
