UPDATE (as of 3/03/25 9:00AM MT)
BOI reporting requirement canceled for most businesses
On Sunday, March 2, 2025, FinCEN continued with its rollercoaster guidance by announcing that it will not enforce any penalties or fines associated with the beneficial ownership information (BOI) reporting rules under existing regulations. Additionally, FinCEN will not enforce any penalties or fines against U.S. citizens or domestic reporting companies, or their beneficial owners.
The reason for the relief is that the Department of the Treasury will propose new rulemaking that will narrow the scope of the beneficial owner reporting rules to apply to foreign reporting companies only. This means that domestic entities will not be required to file any BOI reports.
At this time there is no information on what, if anything, will need to be done for domestic entities that have already filed. We will continue to update you as information is released on this issue.
UPDATE (as of 2/25/2025 10:00 AM MT)
BOI Reporting Deadline of March 21 Has Been Suspended
I must admit I did not see this one coming (I will save my rant about this for a Taryle Accounting Facebook video)
FinCEN, the agency charged with enforcement of BOI Report, announced yesterday, February 27, it is extending the reporting deadline and halting enforcement activity. FinCEN did not yet give us a new deadline however they did say they will announce the new due date by March 21.
The surprising part is the reason why they are delaying enforcement. The agency said they will use this time to develop new regulations it says will reduce “regulatory burden,”. This does seem like good news.
To sum it all up; we no longer have to worry about a March 21 deadline and we can expect new rules to be issued that are less burdensome. For now, we need to stay tuned to find out what the new deadline is and what the new rules are. Oh yeah Happy Friday!
UPDATE (as of 2/19/2025 12:18 PM MT)
BOI Reporting Is Back and the Race Is On!
The Federal Court on Monday (which was a Federal holiday, so that’s weird) lifted the injunction preventing the FinCEN from enforcing the Corporate Transparency Act. Which means Beneficial Ownership Information (BOI) reporting is back on!
FinCEN has issued a new deadline of March 21, 2025. The new March 21, 2025, due date applies to the vast majority of reporting companies to file an initial, updated, or corrected BOI report, including those entities formed prior to January 1, 2024. Entities formed in 2025 must file by the later of March 21, 2025, or 30 days from the date of formation.
Here is where the race is on.
Last week the House passed and sent to the Senate, the Protect Small Business From Excessive Paperwork Act of 2025. This bill, if enacted, would push the deadline back to January 1, 2026. So, the question is, not only will the Senate pass the bill and the President sign it but will they do it before the March 21 deadline.
UPDATE (as of 2/17/25 3:15 PM MT)
The House has unanimously passed the Protect Small Businesses From Excessive Paperwork Act of 2025, which would delay the beneficial ownership information (BOI) mandatory reporting requirement due date to January 1, 2026, for entities formed prior to January 1, 2024. The bill has now been sent to the Senate.
The bill would not impact the reporting requirement for entities formed after 2023, which means that if the preliminary injunction issued in the Smith case is stayed, entities formed after 2023 would still be required to file their initial reports and any updates or corrections to these reports. However, it is important to note that FinCEN has indicated that if the injunction is lifted, it will postpone the filing deadline for 30 days, during which time period it will revise which entities may be required to file the reports.
UPDATE (as of 2/6/25 2:00PM MT)
On February 5, 2026, the Department of Justice (DOJ) filed an appeal with the Fifth Circuit Court of Appeals of the U.S. district court’s preliminary injunction in Smith v. U.S. Department of the Treasury, which blocked the enforcement of the beneficial ownership information (BOI) reporting.
The DOJ asked that the injunction be put on hold while the appeal proceeds. Although it is not guaranteed, given that the U.S. Supreme Court reversed the Fifth Circuit’s reinstatement of the preliminary injunction in the Texas Top Cop Shop case, it is likely that the Fifth Circuit will do the same as the Supreme court and grant the DOJ’s request for a stay of the injunction.
FinCEN, the section of the Department of the Treasury that will enforce the Corporate Transparency Act, announced that if the injunction is lifted by the court it will extend the filing deadline by 30 days.
PLAIN ENGLISH BULLET POINTS
- As of February 6, 1:00 Pacific time business entities do not need to file BOI Reports
- The government has filed an appeal to the court to allow them to require the filing of the reports while the case is being heard
- The likelihood is very good that the court will grant this to the government.
- If the court does grant this to the government business entities will have 30 days to file
Clarification To the Yet ANOTHER UPDATE (as of 1/24/25 10:45 AM MT):
As of right now the BOI is off again or still off or I don’t know anymore. I do know this however, the FinCEN, the agency that is enforcing the BOI reporting requirements, put out a statement this morning that they are still blocked from enforcing BOI reporting. Apparently, there were 2 cases blocking the enforcement and the Supreme Court only ruled on one of the cases, the Texas Top Cop Shop case. The Smith case nationwide injunction is still in place and blocking the enforcement.
If you want to be done with all this back and forth you can voluntary register. If not be prepared to move quickly because who knows when this might change and how much time we will be given to register if the law is upheld.
YET ANOTHER UPDATE (as of 01/23/25 2:25 PM MT)
The Supreme Court just (about 2 hours ago) granted the government’s request to lift the stay on enforcement of the BOI. In English you now must file the Beneficial Ownership Information Report with the FinCEN or face penalties of $591 per day. FinCEN has not yet issued a new deadline. Be prepared to move quickly. Better yet file now!
UPDATE TO THE UPDATE (as of 12/27/24 11:42 AM MT):
A new panel of the U.S. Fifth Circuit Court of Appeals is reviewing the lower court’s decision to enjoin the enforcement of the beneficial ownership information reporting requirement.
The review will be expedited, but in the interim the new panel reversed the previous panel’s decision to allow the BOI reporting mandate to continue pending the court of appeal’s review.
As the law stands today, penalties cannot be imposed against businesses who fail to file BOI reports with FinCEN.
However, as we have seen over this last month, this can change at any point. FinCEN has not yet issued any updates on this latest development, but we assume that they will continue to allow businesses to voluntarily file.
BOTTOM LINE AS OF THIS MOMENT (Dec 27 11:42 AM MT) YOU DO NOT NEED TO FILE A BOI REPORT!
UPDATE NEW DEADLINES (as of 12-24-24):
- Reporting companies that were created or registered prior to January 1, 2024, have until January 13, 2025, to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025);
- Reporting companies created or registered on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, have until January 13, 2025, to file their initial beneficial ownership information reports with FinCEN; and
- Reporting companies created or registered in the United States on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
The deadline for those businesses formed after 2024 remains 30 days from the time of formation.
Very short summary of the Beneficial Ownership Information reporting requirement under the Corporate Transparency Act.
Starting in 2024, corporations, limited liability companies (LLCs), limited partnerships, and other entities must file a report with the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) providing specified information regarding the entity’s “beneficial owners.”
Entities formed in 2024 will have 90 days from the entity’s formation/registration to file these reports. Entities formed after 2024 must file the report within 30 days of the entity’s formation/registration. Entities in existence prior to January 1, 2024, have until January 1, 2025, to file these reports.
If any of the reported information change or a beneficial ownership interest be sold or transferred, the entity must report this information within 30 days of the change. Changes include reporting a beneficial owner’s change of address or name, a new passport number when a passport is replaced or renewed, or providing a copy of a renewed driver’s license.
This is part of the federal government’s anti-money laundering and anti-tax evasion efforts and is an attempt to look beyond shell companies that are set up to hide money. Unfortunately, this will impose burdensome reporting requirements on most businesses, and the willful failure to report information and timely update any changed information can result in significant fines of up to $500 per day, or if criminal charges are brought, fines of up to $10,000 and/or two years imprisonment. These penalties can be imposed against the beneficial owner, the entity, and/or the person completing the report
What is a FinCEN Identifier
Something You Really Should Consider if you are a beneficial owner of multiple reporting companies.
In lieu of providing your personal information when completing the Reporting Company’s BOI you may want to choose to use a FinCEN Identifier. You may apply for FinCEN Identifier on a separate website from the BOI Report website. To apply you must provide the same information as you need to supply for the BOI Report.
If you need to supply the same information then why should I consider using it? There are two reason I think a FinCEN Identifier should be used.
- It provides just a little more privacy should (and by should, I mean when) the BOI data base is hacked.
- If you are a beneficial owner of multiple reporting companies and your personal information needs to be updated then you will only need to update your information once instead of for each reporting company.
To apply for a FinCEN Identifier have a digital copy of your identification ready and go to the following website and click on the Sign in or Create an Account box. https://fincenid.fincen.gov/landing
To File A BOI Report go to the following website and click on the “File BOIR” box. https://boiefiling.fincen.gov/
MORE DETAILS