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Ext. PublicationBOI Reporting Shifts: What Businesses Need to Know
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Update: March 24, 2025
The U.S. Department of the Treasury issued interim final regulations that limit the companies that must report information about their ownership to foreign reporting companies only.
Under the new interim rules, domestic reporting companies and their beneficial owners are exempted from the beneficial ownership information (BOI) reportion. Additionally, foreign entities that meet the new definition of a reporting company won’t have to report any U.S. persons as beneficial owners, and U.S. persons won’t have to “provide such information to any foreign reporting company for which they are a beneficial owner.”
Foreign reporting companies and their non-U.S. beneficial owners are still required to report to FinCEN.
FinCEN is accepting comments on the interim final rule but didn’t give a closing date for them, and said it intends to finalize the rule this year.
Update: March 3, 2025
The U.S. Department of the Treasury made it clear on Sunday that it will not enforce penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners under the Corporate Transparency Act. In their statement, the Treasury said that it would attempt to narrow the scope of beneficial ownership information reporting law to “foreign reporting companies only.”
Previously, on February 27, the Treasury’s Financial Crimes Enforcement Network said that it wouldn’t issue fines to companies that miss the March 21 deadline to comply with the law. As Treasury Secretary Scott Bessent noted in a statement, “This is a victory for common sense.”
Update: January 28, 2025
Although the U.S. Supreme Court issued a stay on Thursday, January 23, of a nationwide injunction issued by a district court in the Texas Top Cop Shop case, a separate nationwide injunction issued by a different Texas court remains in place (Samantha Smith case). So, for now, BOI reporting remains voluntary until the ongoing legal challenges are resolved.
Update: January 3, 2025
The Supreme Court Justice Alito set a deadline of 4:00pm ET on Jan. 10, 2025, for the plaintiffs in Texas Top Cop Shop to respond to the government’s motion for a stay.
Update: BOI Reporting Paused Again
On December 26, 2024, a federal appeals court reinstated the nationwide injunction blocking the Beneficial Ownership Information (BOI) reporting requirements. This decision reverses the earlier stay issued just days ago, halting enforcement of the Corporate Transparency Act’s BOI mandates. While businesses should remain prepared to comply, no BOI reports are currently required until further notice from the courts.
On December 23, 2024, Beneficial Ownership Information (BOI) reporting, a mandate of the Corporate Transparency Act (CTA) got more complicated. The Fifth Circuit Court of Appeals issued the government’s requested stay to the District Court’s injunction regarding BOI reports.
As a result, BOI reporting is now required with some revised dates:
- For companies created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial BOI reports with FinCEN (extended from the original January 1, 2025 deadline).
- For companies created or registered in the United States on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN.
- For companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
- For companies that qualify for disaster relief, they may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
- For companies that are created or registered in the United States on or after January 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.
Please consult your CTA adviser regarding how to approach your CTA reporting following this recent update.
The CTA is not a part of the Internal Revenue Code. Instead, it is a part of the Bank Secrecy Act, a set of federal laws that require record-keeping and report filing on certain types of financial transactions. Under the CTA, BOI reports will not be filed with the IRS, but with the Financial Crimes Enforcement Network, another agency of the Department of Treasury. Accordingly, Weaver does not provide advice regarding CTA reporting requirements, nor does the firm facilitate CTA compliance and reporting. For more information, visit the FinCEN website at https://www.fincen.gov/boi.
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