Latest FinCEN Beneficial Ownership Information (BOI) Reporting News

March 21, 2024: FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons; Sets New Deadlines for Foreign Companies

On March 21, 2024, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) has issued an interim final rule. 

Key takeaways for small businesses:

• The reporting requirement for U.S. companies (formerly “domestic reporting companies”) and U.S. persons (who may be beneficial owners of a foreign entity) to file Beneficial Ownership Information (BOI) to FinCEN has been eliminated. 
• Foreign entities, meaning any entity formed under the law of a foreign country and registered to do business in any U.S. State or Tribal jurisdiction, are considered “reporting companies” and have 30 days from the date of publication of the rule in the Federal Register to update or file their BOI. Any newly registered reporting entities have 30 days after receiving notice that their registration is effective to file their BOI.
• If you or your business have already filed a BOI report, you have no obligation to update or correct the filing.

Read the latest Release here: FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies.

For any questions, please contact business attorney Joanna Schindler at jschindler@thegellerlawgroup.com.

March 2, 2025: BOI Filing Now Voluntary Again Pending New Rulemaking

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) has once again suspended enforcement of BOI reporting requirements under the Corporate Transparency Act (CTA), making BOI filing voluntary until further notice.

Even though BOI reporting requirements were reinstated in mid-February, new press releases from FinCEN and the Department of the Treasury confirm that no penalties or fines will be enforced under existing deadlines.

What’s Next?

• FinCEN plans to issue an interim rule by March 21, 2025, which will extend BOI reporting deadlines and provide new guidance on reporting obligations under the CTA.
• The Department also announced a forthcoming new proposed rule that will narrow the scope of BOI reporting to foreign companies only.
• FinCEN and the Department stated that their goal is to reduce regulatory burdens on small businesses while focusing CTA enforcement on entities that pose the highest risks to law enforcement and national security.

Should Your Business Still File?

You can expect further updates once FinCEN’s interim rule is published. In the meantime, companies may still report voluntarily or decide to wait on the interim rule to assess whether they should or will be required to report.

Read the latest press releases here:

• FinCEN February 27, 2025 Announcement
• March 2, 2025, Department of the Treasury Press Release

February 19, 2025: BREAKING NEWS – BOI Reporting Resumes: New Deadline March 21, 2025

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.

New Deadline for BOI Filing

• Most companies must now file their BOI reports by March 21, 2025.
  

FinCEN has also indicated that it will assess further options to modify deadlines and will prioritize reporting for entities posing significant national security risks. Additionally, FinCEN plans to initiate a process this year to revise the BOI reporting rule, aiming to reduce the burden on lower-risk entities, including many U.S. small businesses.

What You Need to Do

We strongly recommend that reporting companies submit their BOI reports as soon as possible to ensure compliance and avoid last-minute filings should any further changes arise.

Read the full notice from FinCEN here: FinCEN BOI Notice – Deadline Extension

Additional December Updates

Please see this post for a recap of December 2024 BOI news.

December 5, 2024: IMPORTANT NEWS – Nationwide Injunction Temporarily Halts BOI Reporting Requirement

The Latest Development in BOI Reporting

A nationwide injunction has temporarily halted the enforcement of Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA). This update comes at a critical moment, with many businesses bracing for the upcoming deadline of January 1, 2025 to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN).

What Does This Mean for Businesses?

For now, the looming January compliance deadline for entities created before 2024, along with the different deadlines set for newer entities, are effectively paused. This means that U.S. businesses are momentarily relieved from the obligation to file their BOI, following the court’s decision.

However, this reprieve might be temporary. The current stay on the deadline offers a momentary halt, not a complete abolition of the reporting requirements. It’s a critical window of opportunity for businesses to get their affairs in order without the immediate pressure of a deadline but being aware that the requirement could be reinstated, possibly with little notice.

A Cautionary Note to Business Owners

Our team urges businesses and their advisors to remain vigilant. While the filing obligation is on hold, the situation is fluid and can change. Those who opt to delay their BOI filings should closely monitor developments regarding the BOI reporting requirements to avoid being caught off guard when or if the injunction is lifted.

Stay Ahead of the Curve with GLG

We are committed to keeping you informed and prepared and are closely monitoring the ongoing developments related to the CTA and BOI reporting requirements. We will continue to provide updates and insights through our blog and are ready to assist our clients in navigating these complex requirements.

December 3, 2024: Reminder to File BOI

Earlier this year, we outlined the new Beneficial Ownership Information (BOI) reporting requirements introduced by the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) under the Corporate Transparency Act (CTA). 

As the reporting deadlines draw closer, we want to remind you of these important obligations and provide clarity on how they may affect your business.

Who Must File a BOI Report?

The BOI reporting requirement applies broadly to corporations, limited liability companies (LLCs), and other entities created by filing documents with state agencies, such as:

• The Virginia Secretary of State
• DC’s Department of Licensing and Consumer Protection
• Maryland’s State Department of Assessments and Taxation

While there are limited exceptions, the vast majority of small businesses are required to comply.

Key Filing Deadlines

The deadlines for submitting your BOI report depend on when your business was formed:

• Businesses formed before January 1, 2024: File by January 1, 2025.
• Businesses formed in 2024: File within 90 days of formation.
• Businesses formed in 2025 and beyond: File within 30 days of formation.

Additionally, businesses have an ongoing obligation to update their BOI reports within 30 days of any changes or inaccuracies.

How to File Your BOI Report

You must personally file the BOI report through FinCEN’s online portal: BOI E-Filing System

Please note: The Geller Law Group cannot file this report on your behalf.

For further guidance, consult FinCEN’s Small Business Compliance Guide.

Consequences of Non-Compliance

Failure to meet BOI reporting requirements can result in significant civil and criminal penalties. Ensuring timely and accurate filings is crucial to avoid these risks.

Beware of Fraudulent Requests

FinCEN has reported recent fraudulent attempts to solicit information from businesses subject to the BOI requirements. These schemes may appear as emails or letters titled “Important Compliance Notice” and often include a suspicious URL or QR code. See FInCen’s Alert notice. 

Do not respond to unsolicited requests for BOI information. FinCEN does not initiate such correspondence.

Contact Us With Questions

If you have any concerns or need assistance interpreting the BOI requirements, contact Business Law Senior Associate, Joanna Schindler.

By staying informed and proactive, you can ensure compliance with these new regulations while protecting your business from penalties or fraudulent activity.