On February 18, 2025, a federal court in Texas reinstated the Corporate Transparency Act (CTA), once again requiring businesses to disclose their beneficial owners to FinCEN. To give companies additional time to comply, FinCEN extended the filing deadline by 30 days. As a result, most businesses now have until March 21, 2025, to submit their reports. However, if a company’s original deadline falls after March 21, that timeline remains unchanged.
FinCEN is considering further deadline extensions and plans to streamline reporting requirements for certain low-risk businesses, including many small companies.
Although the reporting mandate is currently in effect, ongoing legal challenges and potential regulatory changes could alter compliance requirements. To avoid missing critical updates, check our website regularly and stay informed about any developments.
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BOI Reporting: What You Need to Know
The Corporate Transparency Act (CTA) mandates that certain companies provide information about their beneficial owners by filing a Beneficial Ownership Information (BOI) report with FinCEN.
What is a BOI Report?
A BOI report includes:
* Company details – Legal name, Employer Identification Number (EIN).
* Beneficial owner information – Name, residential address, and a government-issued ID number.
Who Must File?
* Most domestic corporations and LLCs are required to file.
* Foreign entities registered to do business in the U.S. must also comply.
* Exemptions apply to certain organizations, such as tax-exempt entities, publicly traded companies, and large operating businesses.
When is the BOI Report Due?
* March 21, 2025 – The revised deadline for most reporting companies.
* Newly formed businesses – Must file within 30 days of formation.
* Updates and corrections – Must be submitted within 30 days of any changes.
Consequences of Non-Compliance
Failure to file a BOI report can lead to serious penalties:
* Daily fines of up to $606 (maximum of $10,000 total)
* Potential imprisonment of up to two years
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Recent Legal Developments
* Dec. 3, 2024 – A federal court in Texas issued a nationwide injunction blocking enforcement of the CTA, pausing all reporting requirements (Texas Top Cop Shop, Inc. v. McHenry).
* Dec. 23, 2024 – The Fifth Circuit Court of Appeals temporarily lifted the injunction, reinstating the reporting mandate.
* Dec. 26, 2024 – The Fifth Circuit reversed its earlier decision, restoring the injunction and suspending reporting obligations.
* Dec. 31, 2024 – The DOJ asked the U.S. Supreme Court to intervene and reinstate the reporting requirements while the case proceeds.
* Jan. 7, 2025 – A second federal injunction was issued in Smith v. U.S. Department of the Treasury, again blocking enforcement of the CTA.
* Jan. 23, 2025 – The U.S. Supreme Court stayed the Dec. 3 injunction, effectively reinstating the reporting requirements.
* Feb. 18, 2025 – A Texas court agreed to pause enforcement of its Jan. 7 order pending the Smith appeal.
If your company has already submitted a BOI report, no further action is required at this time. We continue to monitor developments and will provide updates as they unfold.