ARTICLE
6 March 2025

BOI Reporting Requirements Are Back; But No Penalties, For Now

B
Benesch Friedlander Coplan & Aronoff LLP

Contributor

Benesch is an Am Law 200 business law firm with more than 400 attorneys and offices in Cleveland, Chicago, Columbus, New York, San Francisco, Shanghai and Wilmington. The firm is known for providing highly sophisticated legal services to national and international clients that include public and private, middle market and emerging companies, as well as private equity funds, entrepreneurs and not-for-profit organizations.

On February 18, 2025—after a flurry of litigation and uncertainty surrounding the Corporate Transparency Act's (CTA) beneficial ownership information (BOI) reporting requirements...
United States Corporate/Commercial Law

On February 18, 2025—after a flurry of litigation and uncertainty surrounding the Corporate Transparency Act's (CTA) beneficial ownership information (BOI) reporting requirements—FinCEN set a new mandatory reporting requirement deadline of March 21, 2025 for most companies. Companies previously given a reporting deadline later than March 21, 2025 must file their initial BOI report by the later deadline. Companies formed or registered on or after February 18, 2025 must file within 30 days of creation or registration.

This announcement came in response to a decision by the United States District Court for the Eastern District of Texas lifting the nationwide injunction which halted enforcement of the CTA's beneficial BOI reporting requirements. See Smith et al. v. United States Department of the Treasury, 6:24-cv-00336 (Feb. 17, 2025).

On February 27, 2025, FinCEN announced that it will not issue any fines or penalties, or otherwise take enforcement action, against any companies for failure to file or update BOI reports by the current deadlines until a forthcoming interim final rule is effective. FinCEN represented that no later than March 21, 2025, it will issue an interim final rule extending and finalizing BOI reporting deadlines.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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