BOI Reporting Update

UPDATE 12/27/24

The US Court of Appeals has vacated its prior order allowing the CTA - and BOI Report filing - to carry on.

This means no last-minute scrambling to file the BOI Report on time... For now.

You can still file should you choose to do so while the courts work through this matter.

The BOI Report can be completed using FinCen’s e-filing system https://boiefiling.fincen.gov/ 

Updated: 12/25/24

Key Takeaways:

  • The BOI Report requirement was reinstated on 12/23/24 by the Fifth Circuit Court of Appeals.

  • Companies created or registered prior to January 1, 2024 have until January 13, 2025 to file their BOI Report.

  • This applies to you if your practice was registered with your state’s Secretary of State (as an LLC, PLLC, or Corporation).

  • The BOI Report can be completed using FinCen’s e-filing system https://boiefiling.fincen.gov/ 

We know it’s still the holiday season but…

The clock is ticking!

Your business may be required to file a BOI Report with the federal government by January 13, 2025. Those who, among other things, willfully fail to file the report in time risk civil penalties of more than $500 per day, criminal penalties of up to $10,000 and imprisonment of up to two years!

Background

Back in 2021, Congress enacted the Corporate Transparency Act (CTA) as a mechanism to combat illicit financial activity such as money laundering, etc. The new law made it a requirement for some businesses to submit a Beneficial Ownership Information (BOI) report to the Financial Crimes Enforcement Network of the Department of the Treasury (FinCen). Filing was to be completed by January 1, 2025.

A company opposing the CTA filed a lawsuit in federal court, asking that application of the law, including the BOI Report requirement, be suspended. The District Court agreed and nixed the filing deadline. That decision was overturned on appeal, however, and the CTA and the mandatory filing deadline are back on the table as of December 23, 2024. Fortunately, the Treasury Department has extended the most immediate filing deadline to January 13, 2025.

Who must file the BOI Report?

Some companies are exempt. But like most small businesses, if your practice was registered with the Secretary of State, it falls under the CTA and you must file the BOI Report.

What information is needed?

  • The following information must be reported:

  • For the reporting company: full legal name, address, tax identification number

  • For the beneficial owner(s) (individual who exercises substantial control over the company, or owns or controls at least 25% of the ownership interests): full legal name, date of birth, address, unique number from an acceptable ID (US passport, state driver’s license)

  • For the company applicant (individual who filed the document creating or registering the company, and if applicable, the individual responsible for directing or controlling the filing): full legal name, date of birth, address, unique number from an acceptable ID (US passport, state driver’s license). This applies to companies created or registered on or after January 2024.

What are the new deadlines again?

  • Reporting companies created or registered prior to January 1, 2024 have until January 13, 2025 to file their BOI Report.

  • Reporting companies created or registered in the United States on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file.

  • Reporting companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline to file.

  • Reporting companies created or registered in the United States on or after January 1, 2025 have 30 days to file after receiving actual or public notice that their creation or registration is effective.

How to file the BOI?

The BOI Report can be completed using FinCen’s e-filing system https://boiefiling.fincen.gov/

Is that all I need to know?

This is just an overview. The statute has plenty more provisions.

Can I do this by myself?

Filing the BOI Report can be straightforward in some cases but can also become pretty complex. Depending on your business’ structure and needs it may be helpful to connect with an attorney.