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March 3, 2025
BOI Reporting Is Off Again
In the exciting world of BOI reporting, the Treasury Department may have finally closed the book for most companies. Notably, on March 2, 2025, the Treasury Department announced that it will neither enforce any penalties or fines associated with the BOI reporting rule under the existing regulatory deadlines, nor will it enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after FinCEN issues new rules. The Treasury Department further announced that it will issue new rules that narrow the scope of the reporting rule to foreign reporting companies only. This update, coupled with FinCEN’s February 20, 2025 update, effectively extended the BOI reporting deadline indefinitely and significantly reduced the class of companies that will be required to report. So, for U.S. citizens and U.S. companies, for now, BOI reporting is off again.
February 28, 2025
FinCEN Offers Businesses Another Reprieve
In this week’s BOI episode, we have a welcome update for businesses. On February 27, 2025, FinCEN announced that no fines or penalties will be issued, and no enforcement action will be taken, against any companies based on a failure to file or update beneficial ownership information (BOI) reports under the Corporate Transparency Act. This reprieve will last until a new interim final rule is unveiled and new deadlines are set, effectively pausing BOI reporting until further notice. This is the third time that BOI reporting has effectively been put on hold.
FinCEN plans to release the much-anticipated interim final rule by March 21, 2025. This update will both extend the BOI reporting deadlines further and offer more guidance to help businesses comply. The move highlights FinCEN’s dedication to making life easier for small businesses while focusing on those entities that pose the most significant law enforcement and national security risks.
Stay tuned for further updates as FinCEN continues to refine its approach to BOI reporting.
February 20, 2025
Yes, It’s True, Beneficial Ownership Information Reporting Is Back On
In a plot twist worthy of daytime television, beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA) has made a dramatic comeback. After being enjoined for months, the second and final nationwide injunction has been lifted, clearing the way for the Financial Crimes Enforcement Network (FinCEN) to enforce the law. However, the story doesn’t end there – FinCEN has left us with a cliffhanger about future developments that will certainly keep viewers tuning in.
On February 18, 2025, a federal judge in Texas voluntarily lifted its nationwide preliminary injunction while the U.S. Department of Justice’s appeal is pending.Following the court’s order, FinCEN briefly extended the CTA reporting deadline for most companies until March 21, 2025. FinCEN also provided a teaser by indicating that, in keeping with Treasury’s commitment to reducing the regulatory burden on businesses, it will assess its options to further modify deadlines, particularly in regard to lower-risk entities.
Meanwhile, on February 10, 2025, the U.S. House of Representatives voted unanimously to push the CTA reporting deadline to January 1, 2026. The bill is now pending before the Senate.
As the clock ticks down to the new deadline, what new exciting developments will unfold? Stay tuned for more updates on this thrilling saga, but for now, the CTA is back.
January 24, 2025
Oh BOI, the Supreme Court Invalidates One Nationwide Injunction but Another One Remains in Effect
In a dramatic and dizzying turn of events, the Supreme Court on January 23, 2025 reinstated the government’s power to enforce the Corporate Transparency Act (CTA), overturning a previous block by the Fifth Circuit Court of Appeals. You might think this would allow the federal government to enforce the law while courts consider the matter further, but that is not the case. A separate nationwide injunction from a different federal judge in Texas remains in effect.
Backstory on Beneficial Ownership Information (BOI) Reporting
The CTA, enacted in 2021, aims to combat financial crimes by requiring companies to report certain information about their beneficial owners to the federal government. This is known as BOI reporting. The law faced immediate opposition from business groups, leading to a legal battle that saw a federal judge in Texas issue a nationwide injunction on December 3, 2024, halting its enforcement. This was followed by the Fifth Circuit lifting the injunction and shortly thereafter reinstating it, all before the original filing deadline of December 31, 2024.
In late December, the government appealed to the Supreme Court, arguing that the injunction impeded efforts to prevent financial crimes and protect national security. The Supreme Court’s order overturned the injunction, but only in the case before it. The Supreme Court did not address the Smith case, a separate case where a different federal judge in Texas issued a separate nationwide injunction. The injunction in the Smith case remains in effect. Thus, BOI reporting under the CTA is on hold, at least for the time being.
On January 24, 2025, FinCEN, the federal agency tasked with enforcement of the CTA, issued guidance confirming that “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.”
As the legal battle continues, companies are not currently required to comply with the CTA’s reporting mandates. Stay tuned for further updates.
Contact Us
Please reach out to Withum’s Tax Services Team if you have any questions about your BOI reporting obligation.
