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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.

On February 18, 2025, a Texas federal court reinstated the Corporate Transparency Act (CTA), requiring companies to report beneficial owners to FinCEN. Companies with later deadlines must follow their original timelines. However, on March 2, 2025, the Treasury Department announced that while the reporting requirement remains in effect, it will not enforce fines or penalties for noncompliance. Additionally, the Treasury has signaled plans to propose a rule that could change reporting requirements to apply only to foreign companies, but those details have not yet been finalized.

With these rapid changes, many businesses are experiencing whiplash in expectations for compliance. We understand the uncertainty and are committed to keeping you updated with timely, accurate information. For now, the requirement stands. If you’re deciding whether to file given the likely absence of penalties, consult your attorney for guidance.

Stay informed by checking our website for updates.

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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 and will face penalties for failing to comply. 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 to previously filed reports: 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.

However, with the Treasury’s recent announcement, no enforcement actions will be taken against U.S. citizens and businesses.

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.
March 2, 2025 – The U.S. Treasury announces suspension of enforcement of CTA against U.S. citizens and domestic reporting companies.

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.

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