ON HOLD: Small Businesses Must File BOIR Reports by March 21, 2025

UPDATE: On March 2, 2025, the Treasury Department announced that it will not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing Corporate Transparency Act deadlines, and will not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes either. The Treasury Department will issue a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only. Treasury takes this step in the interest of supporting hard-working American taxpayers and small businesses and ensuring that the rule is appropriately tailored to advance the public interest.

UPDATE: On February 27, 2025, FinCEN announced there will be no fines or criminal penalties issued for businesses that fail to file BOI Reports. They expect to issue an interim final rule by March 21, 2025 with more information.

The nationwide pause on filing Beneficial Ownership Information Reports under the Corporate Transparency Act has been lifted by a Federal court in Texas. Companies that are required to file reports under this law now have until March 21, 2025.

The case will continue through the appeal process, and mandatory filings requirements have resumed.

In 2021, the Corporate Transparency Act was passed, requiring most corporations and LLCs to file information about their “beneficial owners” with the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury.

Domestic “Reporting Companies” who will be required to file reports are generally:

• corporations,

• LLCs and

• other entities formed by filing documents with a state Secretary of State or a tribal equivalent.

There are exemptions for SEC-reporting companies, regulated financial service companies, tax-exempt companies, insurance companies, accountants, large companies (with at least 20 US employees and at least $5 million in gross revenues) and other kinds of companies that are already required to report similar information. Certain inactive companies are exempt as well.

Updated Deadlines

• For most reporting companies, the new deadline to file an initial, updated, and/ or corrected BOI report is now March 21, 2025. FinCEN will provide an update before then of any further modification of this deadline, recognizing that reporting companies may need additional time to comply with their BOI reporting obligations once this update is provided.

• Reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.

Reporting companies can report their beneficial ownership information directly to FinCEN, free of charge, using FinCEN’s E-Filing system available at https://boiefiling.fincen.gov. More information is available at fincen.gov/boi.

Legal Direction is also able to assist reporting companies for a fee.

More information on the court cases and status of the Act can be found here.