COLUMBUS, Ohio — Yes, you read that right — the Beneficial Ownership Information (“BOI”) reporting requirements under the Corporate Transparency Act (“CTA”) are once again in effect. On Feb. 17, 2025, a federal judge lifted the stay he had issued on January 7 in Smith v. U.S. Department of Treasury, which had temporarily halted the Government from enforcing BOI reporting requirements nationwide. This recent ruling eliminates all nationwide barriers that had been hindering the enforcement of the CTA. As a result, millions of businesses must now comply with BOI reporting requirements or face the risk of civil and/or criminal penalties.
Updated Deadlines
On February 18, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a notice outlining the following key updates:
- Most reporting companies, unless subject to a later deadline (such as disaster relief extensions), now have until March 21, 2025, to submit their initial, updated, or corrected BOI report to FinCEN.
- If FinCEN determines that additional time is needed for compliance, it will issue another notice before the March 21, 2025, deadline with any further changes.
- The named plaintiffs in National Small Business United v. Yellen are still not required to report their BOI to FinCEN at this time.
A Quick Recap: What is the Corporate Transparency Act?
Enacted in 2021, the CTA is a federal law designed to combat financial crimes like money laundering, tax evasion, and fraud by enhancing business ownership transparency. It mandates that certain domestic and foreign entities disclose their beneficial owners—individuals who ultimately own or control the company—to FinCEN.
Who Must File Beneficial Ownership Information?
Entities designated as “reporting companies” must submit their BOI to FinCEN by March 21. This includes corporations, limited liability companies (“LLCs”), and similar entities registered with their state’s Secretary of State or an equivalent authority to conduct business. However, certain entities are exempt from BOI reporting requirements, including:
- Publicly traded companies which are already subject to SEC reporting requirements.
- Large operating companies that meet specific employee and revenue thresholds.
- Certain regulated entities, such as banks and credit unions.
What Information Must be Filed
When completing the BOI Report, two sets of information must be submitted to FinCEN. First, the “reporting company” must provide details about itself. Then, the company must submit information about its beneficial owners.
Reporting companies will need to provide the following information:
- The reporting company’s legal name;
- Tax identification number;
- Jurisdiction of formation; and
- Current U.S. address.
For their beneficial owners, reporting companies will need the following information:
- Full legal name;
- Residential address;
- A form of identification, which must be either a state issued driver’s license, a state/local/tribe-issued ID, a U.S. passport, or a foreign passport; and
- An image of the identification used in number 3 above.
See our law bulletin for more details on reporting requirements.
Where Can I File a BOI Report?
Businesses can complete all BOI reporting by visiting the FinCEN website. There is no cost to file a BOI report. However, if a business engages a tax professional, attorney, or other third party to file a BOI report on its behalf, the business will be responsible for covering any professional fees associated with the preparation and submission of the report.
Penalties.
Noncompliance with the CTA and its BOI reporting requirements can result in substantial civil and/or criminal penalties, including:
- A daily fine of $591 (adjusted for inflation) for each day the violation persists.
- A criminal fine of up to $10,000 and/or up to 2 years of imprisonment.
Looking Ahead: Ongoing Legal Challenges.
While current court rulings permit the CTA to proceed with its BOI reporting requirements, the legal battles are far from over. Several cases challenging the constitutionality of the CTA are still ongoing. Additionally, proposed legislation in both the House and Senate aims to repeal the CTA. H.R.425 and S.100, both titled the Repealing Big Brother Overreach Act, seek to fully overturn the CTA but have not yet made it through committee.
There has also been some movement on some recently proposed legislation that aims to extend the reporting deadlines under the CTA. The Protect Small Businesses from Excessive Paperwork Act of 2025 seeks to push the BOI filing deadline for most businesses to January 1, 2026. The bill has already passed the House of Representatives and has been introduced in the Senate and referred to the Committee on Banking, Housing, and Urban Affairs.
What Businesses Should Do Now.
With BOI reporting obligations reinstated, business should take immediate steps to comply:
- Determine if You Must Report. You can review our law bulletin or FinCEN’s website and resources to confirm whether your company qualifies as a “reporting company.”
- Identify Beneficial Owners. Gather the necessary information on individuals who own at least 25% of the company or exert substantial control over the company.
- Timely File Reports to Avoid Penalties. Submit BOI reports electronically via FinCEN’s secure filing system.
- Monitor Ongoing Legal Developments. Given ongoing legal challenges, businesses should stay informed about potential changes to the CTA’s enforcement.
Final Thoughts
The Corporate Transparency Act is here to stay—at least for now. The federal government’s ongoing efforts to enforce the CTA and its BOI reporting requirements highlight its commitment to corporate transparency and anti-money laundering initiatives. Companies should ensure they comply with their obligations to avoid costly penalties while staying alert to potential future legal changes.
— Jeffrey K. Lewis, Esq., Program Coordinator, Income Tax Schools
Ohio State University CFAES
The post Beneficial Ownership Information “BOI” is Back appeared first on Morning Ag Clips.