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On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a major update to the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act.
FinCEN’s interim final rule removes the BOI reporting requirement for U.S.-based companies and individuals. This means that if your business was formed in the United States or if you’re a person in the U.S. listed as a beneficial owner, you are no longer required to file a BOI report with FinCEN.
Key Takeaways for Business Owners:
This significant change simplifies compliance obligations for millions of U.S. small businesses.
We’ll continue to monitor these regulatory updates and share what you need to know. If you have any questions about how this may affect your business, feel free to reach out to the Wendroff & Associates team using the FREE CONSULT button below.
Due to a new federal court order on December 26, 2024, reporting companies are not presently obligated to file beneficial ownership information with FinCEN and won’t face penalties for not doing so while the order is active. However, reporting companies may continue to submit BOI reports voluntarily.
We advise that reporting companies submit their reports by the January 13 deadline, given the numerous changes to the requirement. Voluntary submission may help ensure compliance once a final decision is made and avoid any potential future complications.
Stay updated with Wendroff & Associates for the latest developments and guidance on compliance with BOI reporting requirements. For any questions or assistance, contact us using the FREE CONSULT button below.
Due to a December 23, 2024, federal Court of Appeals decision, reporting companies are once again required to file beneficial ownership information with FinCEN.
Recognizing that reporting companies may need more time to comply due to the preliminary injunction period, the Department of the Treasury has extended the reporting deadlines as follows:
We continue to monitor these developments and will provide updates as they arise. In the meantime, we recommend that small businesses immediately comply with the reporting requirements to avoid penalties.
An alert has been added to FinCEN’s website regarding the pause on BOI reporting previously due by January 1, 2025. The message reads:
BOI e-Filing Alert: Please note that beneficial ownership information reporting requirements have been affected by a recent federal court order. The Department of the Treasury is appealing that order. In the meantime, reporting companies are not currently required to file a BOIR and are not subject to liability if they fail to do so while the applicable order remains in force.
However, reporting companies may still opt to file a BOIR.
More information is available on our website (https://www.fincen.gov/boi).
A federal court has issued a nationwide injunction blocking enforcement of the Corporate Transparency Act (CTA) and its Beneficial Ownership Information (BOI) reporting requirements. This decision temporarily halts the requirement for small businesses to file their BOI reports with FinCEN by January 1, 2025.
This ruling comes as part of ongoing litigation challenging the CTA’s constitutionality. FinCEN has announced it will comply with the court’s order while legal proceedings continue. Despite this pause, the long-term status of BOI reporting remains uncertain, as appeals and potential legislative updates could alter its trajectory.
Our team closely monitors these developments and will provide updates as they arise. In the meantime, we recommend that small businesses remain prepared for possible future compliance requirements.
If your company was created or registered to do business before January 1, 2024, it’s critical to understand the FinCEN Beneficial Ownership Information (BOI) reporting requirements and the upcoming January 1, 2025, deadline for filing your report.
Failure to file could result in significant penalties:
Anyone authorized by the reporting company—such as an employee, owner, or third-party service provider—can submit the BOI report. When filing, individuals must provide basic contact information, including their name and email address. Additionally, the filer must certify that the information provided is true, correct, and complete.
To assist you in this process, here are key resources:
If you haven’t filed yet, don’t delay—ensure your compliance today! For questions or assistance, Wendroff & Associates is here to help. Contact us using the FREE CONSULT button below to discuss how we can support you through the reporting process.
Millions of U.S.-based start-ups and small businesses are now required to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN).
Filing Beneficial Ownership Information (BOI) is simple, secure, and free of charge. But since the beginning of 2024, only ~3% of the total expected number of businesses that must file in the next nine months have done so.
This video from FinCEN provides an overview of the new reporting requirement and outlines the next steps to take.
The Financial Crimes Enforcement Network (FinCEN) released an updated final rule on November 29, 2023. This update extends the deadline from 30 to 90 days for specific reporting companies to submit their inaugural Beneficial Ownership Information (BOI) reports to FinCEN.
Reporting companies formed or registered in 2024 are now provided a time frame of 90 calendar days from the point of receiving an actual or public notice concerning their formation or registration process to file their initial reports.
FinCEN will not start accepting BOI reports from reporting companies until the start of the new year—January 1, 2024. No reports are to be delivered to FinCEN prior to this date.
According to FinCEN Director Andrea Gacki, “This deadline extension will have significant benefits and will provide valuable extra time for company applicants and for reporting companies created or registered in 2024 to understand this new regulatory obligation and obtain the required information to file their BOI reports.”
Beginning January 1, 2024, many companies created in or registered to do business in the United States will be required to report information about their beneficial owners to the Financial Crimes Enforcement Network.
The new Beneficial Ownership Information (BOI) reporting rule under the Corporate Transparency Act (CTA) was introduced in September 2022 to combat the misuse of shell corporations for money laundering and other illicit financial activities.
The rule mandates certain companies must report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). Starting January 1, 2024, businesses have to start abiding by this rule. BOI reports must be filed electronically using FinCEN’s secure filing system.
Companies that fail to report beneficial ownership information as required by FinCEN’s new rule potentially may face hefty penalties. Non-compliance could lead to financial penalties, legal action, or both.
Reports will be accepted starting on January 1, 2024.
Reporting companies created or registered to do business before January 1, 2024, have until January 1, 2025 to file their initial BOI reports.
Reporting companies created or registered on or after January 1, 2024, will have 30 days after receiving notice of their company’s creation or registration to file their initial BOI reports.
A Reporting Company is defined as a domestic or foreign corporation, LLC, or similar entity registered to do business in any state/jurisdiction by filing a document with a secretary of state or equivalent state office. Foreign Reporting Companies include any legal entities formed under the laws of a foreign country that is registered to do business in any state within the United States.
The reporting rule exempts 23 types of entities, most of which already are under substantial federal reporting requirements, such as public companies, financial institutions, securities brokers, insurance companies, venture capital fund advisers and other registered investment companies, among others.
Moreover, ‘large operating companies,’ defined as employing more than 20 full-time employees in the U.S. with gross receipts exceeding $5 million, are exempt provided they meet the exact criteria. Tax-exempt entities, and wholly-owned subsidiaries of some exempt entities, and inactive entities are also exempt.
See FinCEN’s exempt entity list under C.2. list
The Reporting Company is required to provide identification information, such as:
Additionally, for each beneficial owner and Company Applicant, the Reporting Company must provide the individual’s full legal name, date of birth, complete current address, a unique identifying number from an acceptable identification document, and copies of such documents.
FinCEN has issued the Small Entity Compliance Guide to help small businesses comply with the new BOI reporting rule.
A beneficial owner is any individual who holds substantial control over a company or owns or influences at least 25% of the ownership interests. ‘Substantial Control’ could take many forms, including being a senior officer, having the power to hire or fire certain officers or the majority of directors, or being a key decision-maker in the business.
Small businesses should start preparing themselves to comply with the BOI reporting rule that becomes effective on January 1, 2024 and stay informed on the latest updates and guidelines provided by FinCEN to ensure compliance. Compliance is not just a regulatory requirement; it is a necessary step towards a more transparent and accountable financial landscape for your business.
The nature and severity of penalties for not filing or not complying will depend on the extent and nature of the non-compliance. It’s also worth noting that penalties may apply for reporting incorrect or incomplete information. Therefore, we strongly encourage you to be diligent with your information gathering and reporting efforts.
The Wendroff & Associates team is available to help provide guidance on navigating the evolving BOI reporting requirements. Use the FREE CONSULT button below to schedule a convenient time to discuss your needs with one of our experts.
