Corp Transparency Act BOI Filing Requirement on Hold (updated as of 3/18/25)
PLEASE check the FINCEN website for the most up to date guidance.
For specific questions check the detailed FAQs on the FinCEN website.
NOTE: As of 3/2/2025 The Treasury Department has announced that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either.
Additional information can be found in the Press Release from 3/2/2025 from the Treasury Department linked here.
FROM FINCEN:
On January 7, 2025, 7, 2025, in the case of Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas, Tyler Division, issued an order enjoining the government from enforcing the CTA against the plaintiffs and staying FinCEN’s regulations implementing the CTA’s reporting requirements (31 C.F.R. § 1010.380). On February 5, 2025, the Department of Justice—on behalf of the Department of the Treasury (Treasury)—filed a notice of appeal of the district court’s order and, in parallel, has sought to stay that order as the appeal proceeds.
If the district court’s order is stayed, thereby allowing FinCEN’s Reporting Rule to come back into effect, FinCEN intends to extend the reporting deadline for all reporting companies by 30 days. Further, in keeping with Treasury’s commitment to reducing regulatory burden on businesses, FinCEN, during that 30-day period, will assess its options to modify further deadlines or reporting requirements for lower-risk entities, including many U.S. small businesses, while prioritizing reporting for those entities that pose the most significant national security risks.
In the meantime, FinCEN is complying with—and will continue to comply with—the district court’s order for as long as it remains in effect. As a result, FinCEN is not currently enforcing the CTA against the plaintiffs in that action—Samantha Smith and Robert Means—and their related entities, and FinCEN is also not currently enforcing the requirements of 31 C.F.R. § 1010.380 against any individual or entity. Reporting companies are, therefore, not currently required to file beneficial ownership information with FinCEN. Reporting companies may continue to voluntarily submit beneficial ownership information reports, free of charge, using FinCEN’s E-Filing system. More information is available at fincen.gov/boi.
On December 27, 2024, the legal landscape surrounding Beneficial Ownership Information (BOI) reporting experienced a significant shift. A federal court order has temporarily suspended the mandatory filing requirements for BOI with the Financial Crimes Enforcement Network (FinCEN). Here’s what this means for your business and how Trident Legal LLC can assist you in navigating these changes.
What Changed?
Previously, the Corporate Transparency Act required most U.S. entities classified as “reporting companies” to submit BOI to FinCEN by January 1, 2024. This information was intended to improve transparency and combat illicit financial activity.
However, the recent court order has altered this requirement. Currently:
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Reporting companies are not obligated to file BOI reports with FinCEN.
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There is no liability for failure to file while the order remains in force.
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Reporting companies can still voluntarily submit BOI reports if they choose to.
What’s Next?
Oral arguments in the ongoing litigation are scheduled for March 25, 2025. Until then, the filing requirement should remain optional, though FinCEN’s portal remains open for voluntary submissions.
Should You File Voluntarily?
While filing is no longer mandatory, there are several reasons businesses may consider voluntary compliance:
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Preparedness for Potential Reinstatement: Filing now could help you avoid last-minute compliance efforts if the court’s decision is reversed.
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Transparency and Accountability: Demonstrating your commitment to transparency could enhance trust with partners, investors, and regulators.
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Streamlined Future Compliance: Early filing can ease future administrative burdens if the requirements are reinstated.
How Trident Legal LLC Can Help
At Trident Legal, we understand the complexities of BOI compliance and the uncertainty this recent court order introduces. Our experienced team is ready to:
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Advise on Voluntary Filing: We’ll help you weigh the pros and cons of submitting your BOI voluntarily in light of your specific business circumstances.
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Assist with Compliance: If you choose to file, we’ll ensure your BOI report is accurate, complete, and submitted promptly.
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Monitor Legal Developments: We’ll keep you informed about the progress of the litigation and any changes to BOI filing requirements.
Take Action
This temporary pause provides an opportunity to review your reporting obligations without the pressure of immediate deadlines. If you’d like to discuss your BOI strategy or need assistance with voluntary filings, reach out to Trident Legal LLC today.
We’re here to help you stay proactive and prepared, no matter how the legal landscape evolves.
This development underscores the dynamic nature of regulatory requirements affecting small businesses. Staying informed and proactive is essential to ensure compliance and to leverage any opportunities that may arise from such legal decisions.
This content is for general educational purposes only and does not to provide any specific legal advice. By using this Site you understand that there is no attorney-client relationship between you and Trident Legal or Attorney Lingos. This information should not be used as a substitute for competent legal advice from a licensed professional attorney in your jurisdiction.