The Supreme Court has lifted the nationwide injunction that had temporarily blocked enforcement of the Beneficial Ownership Information reporting requirements under the Corporate Transparency Act. BOI reporting is back on, and FinCEN has extended the deadline by 30 days. If you have not filed, the clock is ticking. Here is what you need to do.
The Current Status
After a Texas district court issued a nationwide injunction in December 2024, the Fifth Circuit reversed, and the Supreme Court declined to reinstate the block. FinCEN responded by granting a 30-day extension from the date the injunction was lifted, making the new deadline approximately March 21, 2025 for most companies that were previously subject to a January 1 deadline.
Who Needs to File
Under the current rules (before any further changes), most small companies formed or registered to do business in the U.S. must file a BOI report with FinCEN. Exempt entities include companies with more than 20 employees and $5 million in revenue, publicly traded companies, and certain regulated entities like banks and insurance companies. If your business does not meet an exemption, you are likely required to file.
What You Need to Report
The BOI report requires information about each beneficial owner: anyone who directly or indirectly owns 25% or more of the company, or exercises substantial control over it. For each beneficial owner, you must provide their full legal name, date of birth, residential address, and an identifying document number (driver’s license or passport) with an image of the document.
Companies formed in 2024 or later must also report their company applicant: the person who filed the formation documents.
How to File
Filing is done online through FinCEN’s BOI E-Filing system at boiefiling.fincen.gov. There is no filing fee. The process takes 20 to 30 minutes for a simple entity with one or two beneficial owners. You will need each owner’s identification document available for upload.
What If the Rules Change Again?
The CTA’s legal challenges are ongoing. Congress is considering legislation that would repeal or significantly narrow the reporting requirement. FinCEN has signaled it may issue revised rules. But as of today, the reporting obligation is enforceable, and penalties for non-compliance are up to $591 per day. File now, and if the requirement is later repealed or narrowed, you will have lost nothing but 30 minutes. If you do not file and the requirement stands, the penalties accumulate daily.