IMPORTANT UPDATE:
March 26, 2025
BOI Reporting Requirements Have Been Narrowed
-
On March 26, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule that formally exempts U.S. companies and U.S. persons from Beneficial Ownership Information (BOI) reporting requirements. Under this revised rule, only foreign entities registered to do business in the U.S. are now required to file BOI reports.
Impact on Previously Submitted BOI Reports:
-
FinCEN has not released formal guidance on how previously submitted reports will be handled. However, it is reasonable to assume:
-
Reports already submitted by U.S. businesses will be retained in FinCEN’s database.
-
If U.S.-based BOI requirements are reinstated in the future, previously submitted data may remain valid, possibly reducing the need for resubmission.
Who Must Report Now:
-
Foreign companies registered to do business in the U.S. before March 26, 2025 must file BOI reports by April 25, 2025.
-
Foreign companies registered on or after March 26, 2025 must file within 30 calendar days of registration.
Next Steps for Businesses:
Even if your business is exempt from BOI filing, voluntarily submitting your report can demonstrate transparency, strengthen your documentation for future funding or audits, and avoid confusion with evolving FinCEN regulations. While U.S. companies are no longer required to file, businesses should continue to monitor updates from FinCEN and the Treasury Department. Changes in legislation or further legal rulings could impact compliance requirements in the future.
Litigation Timeline
March 26, 2025 FinCEN published an interim final rule in the Federal Register, formally exempting U.S. companies and U.S. persons from BOI reporting requirements. The rule redefines "reporting company" to include only foreign entities registered to do business in the United States. Existing foreign companies registered before March 26, 2025, must file BOI reports by April 25, 2025. Those registering on or after March 26, 2025, have 30 calendar days from the date of registration to file their initial BOI reports. March 21, 2025 The Financial Crimes Enforcement Network (FinCEN) issued an interim final rule exempting U.S. companies and U.S. persons from BOI reporting requirements. This revision redefines "reporting company" to include only foreign entities registered to do business in the United States . 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
-
As of March 2, 2025, the U.S. Treasury has suspended enforcement of BOI filing penalties for U.S. businesses. This means that, at present, domestic companies will not face civil penalties up to $591 per day for each day a violation continues or criminal penalty fines of up to $10,000 and imprisonment for up to 2 years for willfully providing false information or intentionally failing to file required
-
Important: These penalties still apply to foreign entities currently subject to BOI filing requirements.
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.
-
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?
-
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.
-
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.
-
On March 2, 2025, BOI reporting requirements and penalty fees were suspended.
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).
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).
-
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
-
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.
-
December 23, 2024: A panel of the Fifth Circuit Court of Appeals stayed (paused) that preliminary injunction, effectively reinstating the filing requirements.
-
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.
