December 5, 2024
BOI Filing Requirements
UPDATE: March 2, 2025
FinCEN filings are no longer required
“The Treasury Department is announcing today that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The Treasury Department will further be issuing 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.”1
DON’T MISS BOI FILING REQUIREMENTS
GO wants to provide a friendly reminder about the Beneficial Ownership Information (BOI) reporting requirements. BOI refers to identifying information about the individuals who directly or indirectly own at least 25% of the company.
UPDATE: February 20, 2025
The BOI reporting requirements are now back in effect due to a recent court decision. The new deadline for existing companies is March 21, 2025. A new bill to extend the reporting requirement to 2026 passed in the House but is pending in the Senate.
For more information and updates, feel free to contact us. GO is closely monitoring the situation and will keep you informed.
UPDATE: December 26, 2024
Due to a recent court ruling, companies are currently not required to submit beneficial ownership information to FinCEN and will not be penalized for failing to do so while this ruling is in effect. However, companies can still voluntarily submit the required reports.
The case Texas Top Cop Shop, Inc. v. Garland is the reason for this decision, and the legal situation is still ongoing. The U.S. Department of Justice has appealed the ruling, but the court’s decision stands for now. As a result, reporting companies are not obligated to file their reports, though they may choose to do so.
In addition to this case, other legal challenges to the Corporate Transparency Act (CTA) are ongoing in various courts. Some courts have ruled in favor of the CTA, while others have issued injunctions or are still reviewing the law’s constitutionality. The government continues to defend the CTA, believing it is necessary to combat illegal activities like money laundering and terrorism financing.
UPDATE: December 23, 2024
Following a decision by the Court of Appeals on December 23, 2024, reporting companies are once again required to file beneficial ownership information with FinCEN. However, the Department of the Treasury has extended the reporting deadlines to give companies extra time to comply due to the previous injunction. Here are the updated deadlines:
- Companies created or registered before January 1, 2024: Must file by January 13, 2025 (extended from January 1, 2025).
- Companies created or registered between September 4, 2024, and December 23, 2024: Must file by January 13, 2025 (extended from the original deadline).
- Companies created or registered between December 3, 2024, and December 23, 2024: Have an additional 21 days from their original deadline.
- Disaster relief companies: May have extended deadlines beyond January 13, 2025, depending on their specific situation.
- Companies created or registered on or after January 1, 2025: Must file within 30 days of receiving notice that their registration is effective.
The court case Texas Top Cop Shop, Inc. v. Merrick Garland (Case No. 4:24-CW-478) is still ongoing, and the plaintiffs may appeal the lifting of the injunction, though it is uncertain at this time.
Breaking news on 12/5/24
FinCEN issued an alert that BOI reporting requirements have been affected by a recent federal court order. The Department of the Treasury is appealing against that order. In the meantime, reporting companies are not currently required to file a BOI reporting and are not subject to liability if they fail to do so while the applicable order remains in force. However, reporting companies may still opt to file a BOI reporting.
WHO MUST FILE
Unless your entity qualifies for an exemption, BOI filings are required for most business entities registered with the secretary of state including corporations and LLCs that have been inactive but not yet officially closed.
WHAT INFORMATION MUST BE REPORTED
- Each beneficial owner: full legal name, date of birth, current address, a passport or driver’s license, and an image of that identification document.
- A reporting company itself must provide its legal name, trade names, address, jurisdiction of formation, and IRS Taxpayer Identification Number (EIN).
WHERE TO FILE
On 01/01/24, FinCEN launched the BOI E-Filing website for reporting beneficial ownership information: https://boiefiling.fincen.gov
WHEN A REPORT IS DUE
- A reporting company created or registered to do business before January 1, 2024, will have until January 1, 2025, to file its initial BOI report.
- A reporting company created or registered in 2024 will have ninety calendar days to file after receiving actual or public notice that its creation or registration is effective.
- A reporting company created or registered on or after January 1, 2025, will have 30 calendar days to file after receiving actual or public notice that its creation or registration is effective.
WHY YOU SHOULD NOT MISS THE DEADLINE
In response to a federal court in the Fifth Circuit issued a national injunction halting the enforcement of Beneficial Ownership Information (BOI) filings by FinCEN, the U.S. Department of Justice filed a notice of appeal on December 7, seeking to lift the injunction and resume enforcement in 2025.
It is important to note that failure to comply with these requirements, should the appeal be successful, could result in significant civil and criminal penalties, including fines of up to $10,000 or potential imprisonment for up to two years.
DISCLAIMER
This is published information according to the current regulations. As noted in our engagement letter, BOI filing is not within the scope of services with GO. For assistance, you may wish to consult with your legal counsel or attorney.
Writer: Diem Bui, CPA, EA, MBA – Tax Manager
Editor: Stacy Rose, CPA – Senior Tax Manager
References:
https://boiefiling.fincen.gov/fileboir
https://www.aicpa-cima.com/news/article/aicpa-releases-statement-on-boi-injunction-fincen-appeal