The Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are officially back in effect following a brief legal suspension. After a court injunction temporarily halted the rule, the Fifth Circuit Court of Appeals reinstated the reporting obligation on December 23, 2024. To accommodate the disruption, the Financial Crimes Enforcement Network (FinCEN) extended filing deadlines, but only slightly.
Background on the BOI Filing Requirements
The CTA, signed into law in 2021, aims to combat financial crimes like money laundering by creating a national database of beneficial ownership information. It requires businesses to report specific details about individuals with significant ownership or control. This reporting obligation applies to most corporations, LLCs, and other entities registered with a state’s Secretary of State, though certain large operating companies and other exempt entities are not required to file.
The required information includes:
- Full legal name
- Date of birth
- Current street address
- Unique ID number from a valid government-issued ID (e.g., driver’s license or passport)
The Legal Pause and Its Resolution
On December 3, 2024, a federal court issued a preliminary injunction halting the BOI filing requirements. While the ruling gave businesses a temporary reprieve, it was short-lived. The Fifth Circuit Court of Appeals lifted the injunction on December 23, reinstating the rules. FinCEN responded by slightly extending filing deadlines to give businesses time to adjust.
New Filing Deadlines
- Businesses Formed Before Jan. 1, 2024: BOI reports must be filed by Jan. 13, 2025 (extended from the original Jan. 1 deadline).
- Businesses Formed Between Sept. 4 and Dec. 23, 2024: File by Jan. 13, 2025, or 21 days after the original deadline, whichever is later.
- Businesses Formed After Jan. 1, 2025: File BOI reports within 30 days of formation or registration.
- Disaster Relief Extensions: Companies affected by qualifying disasters may have later deadlines.
What Businesses Should Do Now
- Gather Required Information: Identify your beneficial owners and compile the necessary details, including supporting documents like government-issued ID copies.
- Prepare to File: Use FinCEN’s e-filing portal to submit your BOI report before the applicable deadline.
- Stay Updated: Legal challenges to the CTA are ongoing, so additional changes to requirements or timelines may occur. We will do our best to keep you informed.
Why Compliance Matters
Failing to comply with BOI reporting rules can result in severe penalties, including fines of up to $500 per day (capped at $10,000) and imprisonment for up to two years. Even inadvertent errors can lead to complications, so it’s essential to take this process seriously.
We’re Here to Help
Meeting the BOI filing requirements isn’t overly complex, but you don’t have to do it alone. Our team is ready to assist with:
- Determining whether your business is subject to the reporting rules
- Compiling and organizing beneficial ownership information
- Filing your BOI report accurately and on time
If you have questions about these requirements or need assistance filing your BOI report, contact us today. We’re committed to making compliance as straightforward as possible while helping you avoid penalties and unnecessary stress.
For additional details, visit the FinCEN portal at https://boiefiling.fincen.gov.