Effective January 1, 2024, the Corporate Transparency Act requires small businesses to report
information about their beneficial owners —the individuals who ultimately own or control the
company—to the Financial Crimes Enforcement Network (FinCEN) to create a national database for use by national security and law enforcement agencies.
On December 3, 2024, the US District Court for the Eastern District of Texas issued an order
enjoining enforcement of the beneficial ownership information (BOI) reporting requirements
established by the Corporate Transparency Act (CTA). The court’s order blocks the US
Department of the Treasury and the Financial Crimes Enforcement Network (FinCEN) from
enforcing the CTA and the BOI reporting requirements established by rule pending further
order of the court. The order in this case, the Texas Cop Shop order, applies nationwide, to all
reporting companies, and not just to the plaintiffs in the case.
Should I still file a BOI report?
Since the ultimate outcome of this decision is uncertain, Reporting Companies that have not filed to date would be well advised to continue to gather the requisite information for filing and be prepared to file in anticipation of an appeals court granting a stay of the district court’s order or otherwise limiting the application of the nationwide temporary injunction and enjoinment of the Beneficial Ownership Information (BOI) Reporting Rule.
If the temporary injunction were to be overturned or otherwise limited by the U.S. Court of Appeals for the Fifth Circuit, pre-2024 Reporting Companies would still be required to file their Initial BOI Report no later than Jan. 1, 2025. The Financial Crimes Enforcement Network (FinCEN) is still accepting BOI Reports and, to date, has not issued any public statements about the district court opinion.
Who should file?
Entities created before Jan. 1, 2024 have until Jan. 1, 2025 to submit. Entities created on or after Jan. 1, 2025 will have 30 days to submit.
If you own a:
• Corporation
• Limited Liability Company (LLC)
• S-Corp
• Limited Liability Partnership (LLP)
• Any other entity created by filing a document with a U.S. State
You will have to file a BOI report to avoid penalties such as the $591/per day fee for each day the report is late. Note: BOI Reports must be filed electronically. You can complete this on your own (access the application on FINCEN’s e-filing portal here) or we’d be happy to complete it for you at a flat rate of $300 per report