BOI Reporting Reinstated Under the Corporate Transparency Act

In a significant development, the Financial Crimes Enforcement Network (FinCEN) has reinstated the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA), with a new compliance deadline of March 21, 2025. (FinCEN.gov)

The CTA, enacted in 2021, aims to combat illicit financial activities by requiring corporations, LLCs, and similar entities to disclose their beneficial owners to FinCEN. This initiative is intended to increase financial transparency and prevent the misuse of anonymous shell companies for money laundering and tax evasion.

BOI reporting faced a temporary setback in December 2024, when a federal court order paused mandatory filings. However, on February 18, 2025, the U.S. District Court for the Eastern District of Texas reversed the injunction, reinstating the reporting requirements. To allow businesses time to adjust, FinCEN extended the compliance deadline to March 21, 2025.

How to File BOI Reports

FinCEN has launched a free BOI E-Filing System, enabling businesses to submit reports electronically. (BOI E-Filing System) FinCEN is also reviewing options to simplify compliance for lower-risk entities, including many U.S. small businesses.

Who Needs to Report ?

Businesses must determine if they are required to file or qualify for an exemption. Entities required to report include:

• Corporations, LLCs, and similar entities registered in the U.S.
• Foreign entities doing business in the U.S.

Exemptions include:

• Large operating companies meeting specific criteria.
• Certain regulated entities, such as banks and credit unions.
• Inactive entities that meet exemption qualifications.

A full list of exemptions is available on FinCEN’s website.

Penalties for Non-Compliance

Non-compliance with BOI reporting requirements can result in significant penalties. Businesses that fail to file accurate and timely reports may face civil fines of up to $500 per day, and in cases of willful non-compliance, criminal penalties including potential imprisonment. Given these serious consequences, businesses should take immediate steps to understand their obligations and ensure compliance before the deadline.

Prepare for the Beneficial Ownership Reporting March 21, 2025, Deadline

With the March 21, 2025, deadline approaching, businesses should determine their filing requirements, utilize the BOI E-Filing System, and stay informed about any further regulatory updates. Compliance not only helps avoid penalties but also contributes to the broader goal of financial transparency. For more information and guidance, visit FinCEN’s BOI Resource Page.