Blog

New Beneficial Ownership Information (BOI) Reporting Requirement: What You Need to Know

Paula Allgood
February 20, 2025

Court Reinstates BOI Reporting Requirements

Beneficial ownership reporting requirements are back in effect, with a new deadline of March 21, 2025 for most companies.

As of February 18, 2025, a federal court in Texas reinstated the Corporate Transparency Act (CTA), requiring companies to report their beneficial owners to FinCEN. To allow more time for compliance, FinCEN extended the reporting deadline by 30 days. Most companies now have until March 21, 2025, to submit their reports. If a company already had a deadline beyond March 21, it must follow its original timeline.

FinCEN is considering more deadline extensions and plans to simplify reporting rules for low-risk businesses, including many small businesses.

While the reporting requirements are back in effect, legal challenges and possible new laws could still change compliance rules. Check our website regularly for updates to stay informed and meet deadlines on time.

———

Corporate Transparency Act BOI Filing Summary

Under the Corporate Transparency Act (CTA), companies are required to share critical information about their beneficial owners. This reporting is done by filing a beneficial ownership information (BOI) report, which discloses specific ownership details.

What is a BOI Report?

A BOI report discloses key information about your company, including the legal name and employer identification number (EIN), as well as identifying details for beneficial owners (name, address, and government-issued identification number).

Who is Required to File?

Most domestic companies, including corporations and LLCs, are required to file a BOI report. Foreign entities registered to do business in the U.S. also have a filing requirement. However, certain exempt entities such as tax-exempt organizations, publicly traded companies, and large operating companies may not need to file.

When are BOI Reports Due?

For the vast majority of reporting companies, the new deadline to file an initial, updated, and/ or corrected BOI report is now March 21, 2025.
New companies: 30 days from formation
Updates/Corrections: 30 days

What Happens if You Don’t File?

Penalties for willfully not complying with the BOI reporting requirement can result in criminal and civil penalties of $606/day ($10,000 max) and up to two years of jail time.

Resources to Help:

Read Our Blog: Learn more about the Corporate Transparency Act, including what’s required and why.

Request Filing Assistance:

As a reminder, advising on BOI is a legal matter, and we strongly encourage you to consult with your legal counsel. We recognize the complexity of this new filing requirement and are happy to help if we can. As of now, filings can only be done on the FinCEN website.

FinCEN DIY Instructions

To recap recent developments:

Dec. 3, 2024 – The U.S. District Court for the Eastern District of Texas issued a nationwide injunction enjoining enforcement of the CTA, suspending all reporting obligations under the act (Texas Top Cop Shop, Inc. v. McHenry – formerly, Texas Top Cop Shop v. Garland). This order was amended Dec. 5, 2024.
Dec. 23, 2024 – The motions panel of the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court injunction. The stay by the Court of Appeals restored initial reporting deadlines for reporting companies. FinCEN responded by issuing an alert extending initial reporting deadlines.
Dec. 26, 2024 – The merits panel of the Fifth Circuit vacated the stay issued by its motions panel, restoring the district court’s injunction and suspending reporting obligations under the CTA pending resolution of the appeal.
Dec. 31, 2024 – The Department of Justice filed an application for stay with the U.S. Supreme Court requesting that the Dec. 5 injunction be stayed or narrowed while the case proceeds through the Fifth Circuit.
Jan. 7, 2025 – The U.S. District Court for the Northern District of Texas issued a second nationwide injunction enjoining enforcement of the CTA, suspending all reporting obligations under the CTA (Smith v. U.S. Department of the Treasury).
Jan. 23, 2025 – The U.S. Supreme Court granted a stay of the Dec. 3^rd injunction pending the disposition of the Texas Top Cop Shop appeal before the Fifth Circuit and the disposition of a petition for a writ of certiorari and related final judgment.
Feb. 18, 2025, the U.S. District Court for the Eastern District of Texas agreed to stay its Jan. 7, 2025, order until the appeal in the Smith case is completed.

If you have already filed your BOI report for any existing company, no further action is required now. We’ll continue to monitor developments closely and provide updates as they arise.

No Professional Advice, Client Relationship, or Reliance on Information

Please note that any information or content on our Website, or any forms or tools on our Website which allow you to submit information or make calculations, and your use thereof, are not intended to provide any kind of professional advice, consultation or service, including but not limited to, legal, accounting, tax, or business advice. Nor does any such information, content, forms, or tools, or your use thereof or reliance thereon, create or constitute an attorney/client, accountant/client, or consultant/client relationship. You should therefore not use our Website or reliance on any information, content, forms, or tools on our Website as a substitute for any kind of professional advice. Rather, you should consult with a licensed professional, including one employed by our Company, for any accounting or tax questions you may have. You agree that we will not be liable to you or to any third party to the extent you treat or consider any information, content, forms, or tools on our Website as constituting any kind of professional advice. The information and content, including but not limited to forms and tools, presented on or made available through our Website are made available solely for general information purposes. We, therefore, do not warrant the accuracy, completeness or usefulness of any such information, content, forms, or tools, and any reliance you place on the same is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our Website, or by anyone who may be informed of any of its content.

Our Website provides illustrative lists of services that we provide. Nothing contained on our Website shall be construed as an offer or guarantee to provide any particular services to you, nor shall anything on our Website be construed as a direct solicitation for employment by any persons, companies, or organizations. Prior results we have obtained for others do not guarantee a similar outcome.