Determine Your BOI Reporting Compliance Obligations Now

** 1/23/25

In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.

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On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland). As a separate nationwide order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) still remains in place, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. Reporting companies also are not subject to liability if they fail to file this information while the Smith order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports. For more information, go here: https://fincen.gov/boi 

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The following is a summary to help determine if your business is required to submit a Beneficial Ownership Information (BOI) Report in compliance with the Corporate Transparency Act (CTA). Carefully review the following criteria to ascertain your reporting obligations.

Corporations, limited liability companies (LLC),  partnerships or trusts that have filed formation documents with a secretary of state is required to file a BOI report, unless an exemption is met.

General Exemptions for BOI Reporting:

  • Large Operating Company Exemption: Your business employs more than 20 full-time employees in the U.S, has an operating presence at a physical U.S. office, AND has annual gross revenues exceeding $5 million from U.S. sources.
  • Tax Exempt Entity: Your business is classified as a tax-exempt entity.
  • Exclusion of Financial Institutions: Your business is a bank, credit union, or insurance company.
  • Publicly Traded Company: Your business is publicly traded and is registered under Section 102 of the Sarbanes-Oxley Act.
  • Inactive Entity: Your business has been in existence since January 1, 2020 and is not engaged in an active trade or business.

If you are uncertain about the requirements or the next steps, our firm is here to guide you through the compliance process.

Updated Timeline for Compliance:

  • Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
  • 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 their initial beneficial ownership information reports with FinCEN.
  • 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 their initial beneficial ownership information reports with FinCEN.
  • Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
  • Reporting companies that are created or registered in the United States on or after January 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

Penalties for Noncompliance:

  • Civil Penalties: Up to $500 per day for ongoing violations.
  • Criminal Penalties: A fine of up to $10,000 and/or imprisonment for up to two years.

The penalties for noncompliance can be significant. Contact us today if you have any questions or require assistance with the BOI reporting process.

For a detailed consultation, complete the form provided!