Update as of December 26, 2024, BOI filings are once again suspended: see our "Related Post" for the most recent updates.
In this blog post, we break down the most current developments on the beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) and the most recent updates from the Financial Crimes Enforcement Network (FinCEN). After a brief suspension, a US Circuit Court of Appeals reinstated the BOI reporting requirements in a decision on December 23, 2024, and reporting companies must once again comply with the CTA by filing initial BOI reports in accordance with FinCEN’s updates.
Getting up to Speed
The CTA went into effect on January 1, 2024 to help combat the criminal use of entities, and requires many small business owners to file information with FinCEN relating to their “beneficial owners” (the individuals who directly or indirectly own or control the company). Failure to comply with the CTA can result in civil penalties of up to $500 per day the violation continues (as adjusted for inflation) and, in cases of willful violations, criminal penalties of up to a $10,000 fine and two years imprisonment.
The CTA set forth deadlines for BOI compliance depending on the entity’s date of formation. However, these deadlines were suspended in early December 2024 after the US District Court for the Eastern District of Texas issued a nationwide injunction preventing enforcement of the CTA in Texas Top Cop Shop, Inc. v. Garland, 2024 WL 4953814 (E.D. Tex. Dec. 3, 2024).
The Current State of Affairs
On December 23, 2024, the US Court of Appeals for the Fifth Circuit stayed the district court’s preliminary injunction enjoining the CTA, and reporting companies are now once again required to file BOI reports with FinCEN. However, given the period of time the requirements were suspended and the additional time reporting companies may need to gather information, FinCEN has extended the reporting deadlines as follows:
REPORTING COMPANY CATEGORY | BOI FILING DEADLINE |
Reporting companies created or registered prior to January 1, 2024 | January 13, 2025 (previously January 1, 2025) |
Reporting companies created or registered in the US on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 | January 13, 2025 (previously, these companies had filing deadline of within 90 days of the date of formation) |
Reporting companies created or registered in the US on or after December 3, 2024 and on or before December 23, 2024 | 90 days from the date of formation or creation, plus 21 days |
Reporting companies that qualify for disaster relief | January 13, 2025, or any extended deadline for such companies, whichever is later |
Reporting companies created or registered in the US on or after January 1, 2025 | 30 days after receiving actual or public notice that their creation or registration is effective |
FinCEN did not specifically provide for an extension related to reporting companies created between December 24, 2024 and December 31, 2024, though these companies fall within the original CTA deadlines for 2024 entities and must file their BOI information within 90 days of creation or formation.
Additionally, as FinCEN previously indicated, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.) are not currently required to report their beneficial ownership information to FinCEN.
More information can be found at FinCEN's FAQ page, available here.
Going Forward
If you are one of the many businesses required to report, there are a few points to keep in mind:
File your BOI reporting information with FinCEN as soon as possible to avoid penalties.
Beware of scams–many scammers and fake companies are using domain names and logo images similar to the official FinCEN website in an attempt to obtain compromising information. The only official link to file BOI information is https://www.fincen.gov/boi.
Stay apprised of current developments–with cases pending and updates in the space moving quickly, business owners and those involved with reporting companies should keep apprised of developments to ensure they are compliance with the most up-to-date requirements.
Consult with your business attorney if you have questions. While the form can easily be completed online, it is advisable to consult with a trusted professional to ensure you are collecting and reporting accurate and complete information.
At Tarro Law Associates, we are here to help with all of your business needs, and will continue monitoring developments regarding the BOI requirements.
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