Corporate Transparency Act Reporting Requirements Back in Effect with Extended Reporting Deadline; FinCEN Announces Intention to Revise Reporting Rule.
Following the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336, the Financial Crimes Enforcement Network (FinCEN) has announced that beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act are back in effect, with a new deadline of March 21, 2025 for most companies.
FinCEN has also announced that it will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks. FinCEN intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses.
Notice: https://www.fincen.gov/sites/default/files/shared/FinCEN-BOI-Notice-Deadline-Extension-508FINAL.pdf
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House passes bill to delay BOI reporting mandate (02-13-25)
The House has unanimously passed the Protect Small Businesses From Excessive Paperwork Act of 2025 (H.R. 736), 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. (Smith vs. U.S. Treasury (January 7, 2025) U.S. Dist. Ct., E. Dist. of Texas, Case No. 6:24-cv-0036) 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. See our Flash E-mail from February 6, 2025, “Mandatory beneficial ownership reporting may soon be back in play,” for more details.
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According to an updated Jan. 2 statement from the Financial Crimes Enforcement Network: “In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.”
SCOTUS has ordered the plaintiffs to respond to FinCEN’s application no later than 4:00 p.m. EST on Friday, January 10, 2025. Once the plaintiffs’ response is filed, a SCOTUS decision on FinCEN’s application could be issued at any time.
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September 2023
Beginning on January 1, 2024, many companies in the United States will have to report information about their beneficial owners—the individuals who ultimately own or control the company. Companies will be able to begin reporting beneficial ownership information to FinCEN at that time.
The Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department issued additional guidance materials for the beneficial ownership information (BOI) reporting requirements:
Small Entity Compliance Guide https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide_FINAL_Sept_508C.pdf
An Introduction to Beneficial Ownership Information Reporting https://www.fincen.gov/sites/default/files/shared/BOI_FinCEN_Brochure_508C.pdf
FAQ - Beneficial Ownership Information https://www.fincen.gov/sites/default/files/shared/BOI_FAQs_Q&A_09.29.23._508C.pdf