As business owners, you are most likely aware that the Corporate Transparency Act (CTA) requires most businesses to file Beneficial Ownership Information (BOI) reports with the Financial Crimes Enforcement Network (FinCEN) to help find and stop illicit financing and increase transparency.

To help you understand the whirlwind of BOI reporting requirements, here is a brief outline of the recent BOI updates:

• December 3, 2024: a nationwide preliminary injunction issued on CTA and BOI reporting requirements.
• December 23, 2024: a nationwide preliminary injunction lifted pending U.S. Department of Treasury’s appeal.
• December 26, 2024: a nationwide preliminary injunction put back in place.
• January 7, 2025: a Texas District Court issued an order pausing the CTA enforcement.
• January 23, 2025: the U.S. Supreme Court lifted one of the nationwide preliminary injunctions.
• February 18, 2025: the second and remaining nationwide preliminary injunction has been lifted, making the CTA and BOI reporting requirements mandatory again.

As of this blog, the CTA and BOI reporting requirements are back in effect and reporting companies must comply to avoid severe penalties. Failure to timely file may result in civil penalties of $591 per day (adjusted annually for inflation), with a maximum penalty of $10,000.00 or criminal penalties of up to two (2) years imprisonment or a $10,000.00 fine.

Filing Deadlines**

• For reporting companies formed or registered on or before February 19, 2025, BOI reports must be filed by March 21, 2025.
• For reporting companies formed or registered after February 19, 2025, BOI reports must be filed within thirty (30) days of the formation or registration date.
• If there is a change in ownership information or company information, you must file an updated BOI report within thirty (30) days of the change.

**If your reporting company received an extension, such as the disaster relief extension, the reporting company has until the applicable extension date, rather than the general deadlines.

**If you are a tax-exempt organization that has received a determination letter to that effect, you are exempt from this reporting requirement. Furthermore, if you are an organization that is presumed to be tax-exempt and as such has received no determination letter, you will also be exempt from the reporting requirement IF your Articles of Incorporation contain the appropriate clauses required by the IRS.

Please use the following link to file your BOI report: https://www.fincen.gov/boi. We encourage you to contact us if you have any questions regarding the CTA or BOI reporting requirements.