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BOI Reporting Requirements Update

February 28, 2025

December 3, 2024 - The U.S. District Court for the Eastern District of Texas issued a nationwide injunction suspending the implementation of the Corporate Transparency Act’s (CTA) Beneficial Ownership Information (BOI) reporting requirements. This ruling effectively halts the enforcement of the CTA's reporting mandates. 

December 5, 2024 - The Department of Justice filed a formal notice of appeal to the Fifth Circuit Court, seeking a stay and challenging the injunction. 

December 9, 2024 - The Financial Crimes Enforcement Network (FinCEN) shared the following guidance with the AICPA and state societies:

In light of a recent federal court order, 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 through FinCEN’s BOI E-Filing System at https://boiefiling.fincen.gov.  

On Friday, December 6, we informed companies with system-to-system Application Programming Interface (API) access to transmit beneficial ownership information reports (BOIRs) to FinCEN that all API access to submit such reports was being suspended. We will be back in touch with these API providers with further guidance.

Additional information is available on the Beneficial Ownership Information Reporting | FinCEN.gov website. 

December 13, 2024 - The U.S. Department of Justice has since filed emergency motions for a stay pending appeal of the recent court order and requested a ruling no later than December 27, 2024. If the court issues a stay pending appeal, the January 1, 2025, reporting deadline could become enforceable once again. 

December 17, 2024 - The House of Representatives released draft continuing resolution language that includes a provision for a one-year delay for BOI reports, pushing the effective date to January 1, 2026. The House is expected to vote on this resolution soon, with the Senate vote to follow.

December 19, 2024 - The continuing government funding resolution will not advance in its current form through the Senate. There is significant momentum to strip all non-funding measures from the government funding resolution, including the delay in the deadline to file beneficial ownership information (BOI) reports. The OSCPA and AICPA encourage you to contact your Members of Congress and advocate for the one-year delay of FinCEN BOI reporting in the continuing resolution.

Find contact information for your Congressional members online now. 

Download the sample email to send to your Congressional members. 

December 20, 2024 - A continuing government funding resolution passed through Congress and was signed into law on Friday, December 20. Language meant to extend the BOI reporting deadline was not included in the bill, leaving the nationwide court injunction in effect pending appeal.

December 23, 2024 - The 5th Circuit Court of Appeals has reversed its previous rejection of FinCEN’s appeal of the BOI injunction. This decision effectively lifts the injunction, reinstating the original filing deadline of January 1, 2025. 

December 24, 2024 - In light of the 5th Circuit Court of Appeals decision to reinstate the filing deadline, FinCEN announced that the January 1 reporting deadline has been extended to January 13, 2025, for most reporting companies:

  • Reporting companies created or registered before Jan. 1, 2024, have until Jan. 13, 2025, to file initial BOI reports with FinCEN. 
  • Reporting companies created or registered in the United States on or after Sept. 4, 2024, that had a filing deadline between Dec. 3, 2024, and Dec. 23, 2024, have until Jan. 13, 2025, to file initial BOI reports with FinCEN.
  • Reporting companies created or registered in the United States on or after Dec. 3, 2024, and on or before Dec. 23, 2024, have an additional 21 days from their original filing deadline to file initial BOI reports with FinCEN.
  • Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond Jan. 13, 2025. These companies should abide by whichever deadline falls later.
  • Reporting companies that are created or registered in the United States on or after Jan. 1, 2025, have 30 days to file initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

December 27, 2024 - Three days after the court reversed its decision and announced a new filing deadline of Jan. 13, 2025, another panel of judges has reinstated the initial ruling, effectively suspending the BOI reporting requirements once again. 

January 23, 2025 - The suspension of BOI reporting requirements remains in place. 

The Supreme Court issued a stay of a nationwide injunction that banned enforcement of BOI filing requirements in the Texas Top Cop Shop, Inc. v. Garland case, but a second case, Samantha Smith and Robert Means vs. U.S. Department of Treasury, was not affected by the ruling on Thursday. BOI reporting remains voluntary amid ongoing legal challenges. 

February 3, 2025 - The appeals process remains ongoing with expected oral arguments to be heard on March 25, 2025. 

February 6, 2025 - The U.S. Department of Justice has filed a request for a stay of a nationwide injunction in the case of Samantha Smith and Robert Means vs. U.S. Department of Treasury. If granted, FinCEN will extend BOI filing deadlines for 30 days. 

February 10, 2025 - The Attorney General has requested that the court lift the current injunction in the Samantha Smith and Robert Means vs. U.S. Department of Treasurycase. Plaintiffs must file their response by 5:00 p.m. on Friday, February 14. The court is expected to issue a ruling shortly after. If the court grants the DOJ’s motion and lifts the injunction, the BOI filing requirement may be reinstated with a 30-day compliance deadline.

February 10, 2025 - The U.S. House of Representatives considered H.R. 736, the Protect Small Businesses from Excessive Paperwork Act of 2025 (Rep. Zach Nunn, IA-3) under suspension of the rules. The bill would delay FinCEN BOI reporting for one year, until January 1, 2026.  The bill passed the House of Representatives by a vote of 408-0.  The bill now goes to the Senate for consideration.

February 17, 2025 - The Court has ruled in favor of the DOJ in the Samantha Smith and Robert Means vs. U.S. Department of Treasury case, meaning there is no longer an active injunction blocking enforcement of the CTA. FinCEN is expected to issue an update soon with the expectation of a 30-day extension. A new due date has not been announced. 

Meanwhile, H.R. 736 has yet to be heard by the Senate about additional extensions to the deadlines. 

February 19, 2025 -  With BOI reporting requirements back in effect, FinCEN has issued an update with the new deadline set for Friday, March 21. 

February 27, 2025 - FinCEN announced that “it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines. No fines or penalties will be issued, and no enforcement actions will be taken, until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.”

The interim final rule, that will extend BOI reporting deadlines, will be issued by March 21, 2025. The announcement continues to state that FinCEN is committed to reducing regulatory burden on businesses while balancing national security risks.

March 7, 2025 - The AICPA released a statement on the BOI enforcement freeze. AICPA expects to have a clearer picture of who will be required to file BOI information with FinCEN when Treasury releases additional information later this month.

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The OSCPA understands the unfavorable circumstances and frustration this creates for firms and practitioners. We will continue to provide updates, resources, and guidance as further developments unfold.

The AICPA has created an online resource hub featuring BOI reporting requirements information, which may also be useful for OSCPA members to explore.

In addition, the OSCPA has signed on to a formal letter submitted by the AICPA to the Department of the Treasury and Financial Crimes Enforcement Network (FinCEN), advocating for a delay in the rollout of BOI reporting requirements. Our collaboration aims to ensure that CPAs and their clients have adequate time to prepare and comply once a clear timeline is established.

Stay tuned for more information, and rest assured that the OSCPA is here to keep you informed every step of the way. 

Resources

Updated February 27, 2025