BOIR Filing Under the Corporate Transparency Act resumes – Reporting Now Required
Updated February 26, 2025:
This post was updated to reflect the reinstatement of BOI reporting requirements following the dissolution of the court injunction.
If you are a small business owner, you’ve probably heard about the Corporate Transparency Act (CTA) and the new Beneficial Ownership Information Report (BOIR) requirements. You’ve also probably heard different reports on whether you have to file a BOI report for your company and the deadline for submitting it. But here’s some important news: you are no longer required to file the BOIR at this time.
A February 17, 2025 court ruling by the U.S. District Court for the Eastern District of Texas has stayed the injunction that suspended BOIR requirements. This means most businesses are required to submit BOI reports by March 21, 2025. In this blog post, we’ll break down what the CTA is and how to comply.
What is the Corporate Transparency Act (CTA)?
The Corporate Transparency Act was created to increase corporate transparency and fight financial crimes like money laundering. Under the CTA, most small businesses are required to disclose information about their “beneficial owners” — individuals who own or control the business — by filing a Beneficial Ownership Information Report (BOIR) with the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN).
What is the Beneficial Ownership Information Report (BOIR)?
The BOIR is a report that includes personal details about the individuals who ultimately control or benefit from a business.
The information required includes:
• Full legal name
• Date of birth
• Current address
• An identifying document (like a passport or driver’s license)
For businesses formed before January 1, 2024, BOI reports were due by December 31, 2024. If a business owner fails to file a BOI report, they could be subject to expensive fines and/or jail time.
Why Has BOIR Filing Been Paused? A Timeline
Several plaintiffs have filed lawsuits arguing that the CTA violates First Amendment rights and is unconstitutional.
On December 3, 2024, a federal judge issued a nationwide temporary injunction that stopped enforcement of the BOIR filing requirement. The federal government filed a notice of appeal.
On December 23, 2024, a motions panel for the U.S. Fifth Circuit Court of Appeals lifted the injunction and reinstated the BOIR requirements. The plaintiffs requested an emergency rehearing. That same day, FinCEN extended the reporting deadline to January 13, 2025.
On December 26, 2024, the U.S. Fifth Circuit the motion panel’s order lifting the injunction.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas stayed the injunction that suspended BOIR requirements. This means there is nothing in place that stops FinCen from enforcing BOIR filing requirements.
The key takeaway:
Filing your BOIR is now required. As of February 17, 2025 you are legally required to submit this report until further notice.
What Should Business Owners Do Now?
Here’s how you can stay ahead of the curve during this temporary pause:
1. Consult with an Attorney. If you are unsure on whether you are required to file a BOI report, a small business attorney can help you understand your obligations and ensure your business is ready if the filing requirement resumes.
2. Make sure BOI reports are filed for every business you own. Gather the details of your business’s beneficial owners and file the reports by the March 21, 2025 deadline.
Final Thoughts
While the BOIR filing requirement has been reinstated, this situation is still evolving. The U.S. House of Representatives passed a bill that would extend the reporting deadline to January 1, 2026. However, that bill has not been voted on by the Senate and is not the law at this time.