The BOIR Filing Deadline Has Been Reinstated and Moved Again
For months, business owners have been left wondering if the Corporate Transparency Act’s (CTA) new reporting requirements would be implemented. Specifically, the requirements regarding beneficial owner information reports (BOIRs). The original deadline for BOIRs was December 31, 2024, but court actions have delayed that deadline several times.
Another court action on February 18, 2025, has set this deadline again, as a district court in Texas has removed the last block on the CTA’s reporting requirements. In effect, businesses are once again required to submit their beneficial owner information to FinCEN by the new deadline of March 21, 2025.
At this time, we are not accepting any new client engagements for filing these. However, for those clients we have already committed to assisting, we will honor our commitment to complete those projects.
If you need to file these reports, they can generally be completed through FinCEN’s website.
If you have questions about your obligations, we are here to help guide you through the process.
What is the Latest on the BOIR Filing Deadline?
Multiple small businesses have filed lawsuits against the CTA in an attempt to halt BOIR requirements. Those suits claim that the Department of Treasury is overreaching its authority and violating privacy in enforcing additional reporting requirements. These lawsuits have delayed BOI reporting implementation and enforcement, but now that the stay has been lifted, business owners must once again prepare to file their BOIRs.
However, potential roadblocks for the CTA’s implementation remain. For example, the U.S. Court of Appeals will hear arguments on April 1 regarding an injunction (Texas Top Cop Shop v. Garland) that previously delayed BOI reporting. This could affect BOIR filing. Further, the House of Representatives voted 408-0 to postpone the reporting deadline to January 1, 2026. The measure is now in the Senate for another round of voting, before it would pass through both legislative chambers again and then to the president’s desk for final approval.
In the news release provided by the Department of Treasury, FinCEN also states that it may consider additional modifications to BOIR deadlines – with the idea to prioritize businesses that could pose national security risks.
With so many moving parts involved in CTA and BOIR implementation, we highly recommended businesses stay up to date on any developments.
A Rapid Review of BOIRs and Why FinCEN Wants Them
FinCEN states that beneficial owner information reports are necessary for detecting and halting criminal activity hidden behind a shell company or other form of business deception. These are potentially serious crimes, including drug and human trafficking. FinCEN’s goal is to determine who all has interest in a particular business – its beneficial owners, in other words.
Most companies are required to comply with BOIR requirements, including:
- Corporations – including C-corporations and S-corporations
- Limited liability corporation (LLCs)
- Partnerships
- Corporations – including C-corporations and S-corporations
There are numerous exceptions to BOIR requirements, specifically pertaining to businesses that are already heavily regulated. Examples include:
- Large operating companies – those with at 20 or more employees, at least $5 million in annual revenue and a U.S.-based physical location.
- Insurance providers licensed at the state level.
- Tax-exempt entities, including 501(c), 501(a) and 527(a) designated entities.
- Governmental institutions, credit unions, public utilities, securities brokers, money services business and accounting firms.
- Inactive entities – those with no recent business activity or ownership changes. To be considered an inactive entity, it must have been formed before January 1, 2020.
- Large operating companies – those with at 20 or more employees, at least $5 million in annual revenue and a U.S.-based physical location.
What to Include in Your Beneficial Owner Information Report
Every BOIR must include personal and identifying information about the company’s beneficial owners. To be considered a beneficial owner, an individual must either:
- Own at least a 25 percent equity share in the business.
- Have “substantial control” over the company’s operating or management decisions. For instance, individuals who have the ability to remove or add members to the board of directors are considered beneficial owners.
This definition is somewhat vague and may include upper management in some organizations, such as C-suite officers or directors.
- Own at least a 25 percent equity share in the business.
If the business is operated through a trust, the above BOIR filing requirements are also applied to anyone operating it. Another important note is that the individual submitting the BOIR for the business must provide their information as well.
BOIRs must include every beneficial owner’s full legal name, legal address and their photo ID. This could be a driver’s license or a passport, but it must include the subject’s photo.
The CTA Situation is Rapidly Changing, and We are Working to Keep Your Organization Updated
Although the CTA and its BOI reporting requirements will face more challenges before the law is settled, it’s generally recommended that business owners prepare now. If your company is one of millions expected to comply with the CTA and provide beneficial owner information, know that the penalties are steep for noncompliance. According to FinCEN, failure to report penalties start at $600 a day per violation. Jail time is also a possibility – up to two years for failure to report.
As most businesses must file a BOIR to remain in compliance, it is very important to stay updated on the latest information to ensure your organization makes the right decisions and files by the deadline.
- Inside the Loophole – The BOIR Filing Deadline Has Been Reinstated and Moved Again - February 20, 2025
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- Inside the Loophole – CTA Injunction - December 4, 2024