BOI Reporting Requirements

Navigating the Updated BOI Reporting Requirements: What Your Business Needs to Know

Recent developments regarding the Corporate Transparency Act (CTA) and Beneficial Ownership Information (BOI) reporting have added new layers of complexity for U.S. businesses. If your company falls under these requirements, understanding your obligations is critical to ensuring compliance and avoiding penalties.

In light of a December 23, 2024, decision by the federal Court of Appeals, reporting companies are once again required to file BOI reports with the Financial Crimes Enforcement Network (FinCEN). However, the Department of the Treasury has extended reporting deadlines to accommodate companies affected by prior legal injunctions. Here’s what you need to know about the updated requirements and deadlines.


Who Must Report BOI?

The CTA mandates that certain entities, known as “reporting companies,” provide detailed information about their beneficial owners. This includes:

  • Domestic Reporting Companies: corporations, limited liability companies (LLCs), and other entities created through state filings.
  • Foreign Reporting Companies: Entities formed under foreign laws that are registered to do business in the U.S.

Exemptions apply to publicly traded companies, certain regulated entities, and other specified categories. Businesses should verify their status to determine whether they are subject to BOI reporting.


Updated Deadlines for Compliance

Due to legal complexities and recent rulings, FinCEN has adjusted deadlines for reporting:

  1. Entities created or registered before January 1, 2024: Must file their initial BOI reports by January 13, 2025.
  2. Entities created or registered on or after September 4, 2024, with a filing deadline between December 3, 2024, and December 23, 2024: Must file by January 13, 2025.
  3. Entities created or registered on or after December 3, 2024, but before December 23, 2024: Have an additional 21 days from their original filing deadline.
  4. Entities affected by disaster relief: Must have their filing deadlines extended as defined by FEMA’s and the IRS’s guidelines, as explained in FinCEN Notices for Hurricanes Beryl, Debby, Francine, Helene, and Milton.
  5. Entities created or registered on or after January 1, 2025: Have 30 days to file after receiving notice of their registration.

Court Challenges and Implications

Several legal challenges have emerged regarding the CTA’s constitutionality:

  • March 1, 2024: In National Small Business United v. Yellen, the Northern District of Alabama ruled that the CTA exceeds constitutional limits, enjoining enforcement against plaintiffs. This includes Isaac Winkles, his associated reporting companies, and members of the National Small Business Association as of March 1, 2024. These individuals and entities are currently exempt from BOI reporting.
  • March 11, 2024: The Justice Department appealed this ruling, and the case remains under review.
  • December 3–23, 2024: The Eastern District of Texas initially granted a nationwide injunction in Texas Top Cop Shop, Inc. v. Garland, which was subsequently stayed by the Court of Appeals.

Beware of Fraudulent Scams

FinCEN has issued a public alert about scams exploiting BOI reporting:

  1. Fraudulent Forms: Scams referencing “Form 4022” or “Form 5102” are fraudulent. FinCEN does not use these forms.
  2. Fake Entities: Correspondence from a fictitious “US Business Regulations Dept.” is fraudulent.
  3. Payment Requests: FinCEN does not charge fees for filing BOI reports or request payment via mail or email.
  4. Suspicious URLs or QR Codes: Do not click or scan links from unverified sources.
  5. Penalties Notifications: Initial correspondence regarding penalties will not come via email or phone.

Always verify correspondence and avoid sharing personal or sensitive information with unknown parties.


Disaster Relief Provisions

Entities in FEMA-designated disaster areas, such as those impacted by Hurricanes Beryl, Debby, Francine, Helene, and Milton, may qualify for extended deadlines. To qualify, the reporting company must:

  • Be in a FEMA-designated area eligible for individual or public assistance.
  • Fall within an IRS-declared tax relief zone.
  • Have a filing deadline within 90 days of the disaster’s onset.

Refer to specific FinCEN Notices for details.


Key Takeaways

Compliance with BOI reporting is crucial as the government continues to refine its enforcement measures. Companies should:

  • Understand their reporting obligations.
  • Verify deadlines, especially if impacted by disaster relief or recent court rulings.
  • Stay vigilant against fraudulent correspondence.

For more information, visit FinCEN’s official website.

BOI-Informational-Brochure-April-2024

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