It’s Alive, It’s Alive! BOI Reports are back with a March 21, 2025 deadline
We’re going to keep this one short and to the point – no editorializing or pontificating today, promise! – because we’re just as frustrated about writing you about this topic as you are of reading about it: FinCEN’s Beneficial Ownership Interest Report (“BOI Report”) requirement has somehow risen from the dead. Here’s literally everything you need to know to ensure you are in compliance with the law as of the new deadline of March 21, 2025.
On February 18, 2025, the Eastern District of Texas reinstated the BOI reporting requirements while the Justice Department’s appeal works its way through the courts. What does this mean for you, as a business owner?
Let’s see how many of you we can let off the hook early. If you fall under any of the following exemptions, you can close this email and get back to running your business:
The BOI Report requirement exempts large employers meeting all of the following requirements from the BOI Report requirement, as such employers are presumed to be legitimate business operations:
employs more than twenty employees;
filed in the previous year a tax return demonstrating more than $5 million in gross receipts or sales; and
has an operating presence at a physical office within the United States.
Note that it’s “and” not “or;” an employer must meet all three of the aforementioned criteria to be allowed to ignore the CTA and not file a BOI Report. In addition to large employers, the following entities can safely close this article, and get back to running their businesses:
those in a regulated industry (where existing regulatory regimens would already include beneficial ownership reporting),
This refers to something like banking, credit unions, or other entities already covered under things like the Securities Exchange Act of 1934, or similar legislation.
Publicly traded companies,
investment vehicles operated by investment advisors, nonprofits, and,
government entities.
Note that, for this second list, you only need to fall under one of the criteria, not all. If you fall under any of these four additional exceptions, you can join our large employers for an early release day: just remember to report your exemption to FinCEN on or before the new deadline of March 21, 2025.
Absent any of the aforementioned exceptions, the BOI Report requirement applies to: “any corporation, limited liability company, or other similar entity created by filing a document with the secretary of state or similar office in any state or territory or with a federally recognized Indian Tribe or formed under the laws of a foreign country and registered to do business in the United States.” Anyone meeting these criteria who doesn’t qualify for an exception will need to file a BOI Report with FinCEN on or before the new deadline of March 21, 2025, or invite the following consequences:
Civil Penalties
Failure to file a report: A penalty of up to $500 per day for each day the report remains unfiled after the December 31st deadline.
Failure to update a report: If a BOI Report is not updated when there is a change in ownership or control, the penalty can be up to $500 per day, until the appropriate updates are made.
Criminal Penalties
In cases of willful violations (e.g., knowingly falsifying information, intentionally failing to file the Beneficial Ownership Interest report):
A fine of up to $10,000.
Imprisonment for up to two (2) years.
Willful Failure or False Information
If an individual or entity intentionally fails to comply with the CTA requirements or knowingly submits false information, they can be subject to both criminal and civil penalties.
Other Enforcement Measures
The government may also pursue additional enforcement actions, depending on the severity of the violation.
We don’t need to tell you that these penalties are enough to ruin a small business. Luckily, compliance with the CTA is every bit as easy as the penalties are harsh; just head to https://boiefiling.fincen.gov/, and be prepared to the following information:
full legal name;
date of birth;
current residential or business street address; and
a unique identifying number from an acceptable identification document (passport, driver’s license or other government issued identification document), or a FinCEN identifier.
Each and every “beneficial owner” of a business not meeting any of the aforementioned exceptions must be disclosed to FinCEN via BOI Report no later than the new deadline of March 21, 2025. Per the CTA: a “beneficial owner” is any individual who, directly or indirectly: (i) exercises “substantial control” over the entity (e.g., any senior officer) or (ii) owns or controls 25% or more of the ownership interests in the entity; an “applicant” is (i) the person who directly files the formation or registration document of the reporting company, and (ii) the person who was primarily responsible for directing such filing. Note the “and” and “or” language, respectively; pursuant to the BOI Report requirement, there might be any number of beneficial owners, but there are only ever exactly one or two applicants.
With penalties like prison time on the table, it’s impossible to overstate how important compliance with the CTA is. So, if you’ll excuse the redundancy, let’s kick this horse to death: If you do not qualify for any of the exceptions provided above, you are a “reporting company.” If you are a “reporting company,” you must disclose the full name(s), birthday(s), mailing address(es), and driver’s license / ID card number of all of your “beneficial owners” to FinCEN on or before the new deadline of March 21, 2025, via the link provided both here and above: https://boiefiling.fincen.gov/.
And there you have it! Now, there’s one big asterisk to all of this: the court could ultimately deny the Justice Department’s appeal, in which case none of this matters. But at this point? Filing the BOI Report would be less work for you than keeping track of the (apparently endless) legal battle over a relatively simple requirement. If you have any questions about the BOI Report requirement or would like our assistance with completing and filing the BOI Report, FinCEN, or anything else for that matter, just give us a call. As always, we’re standing by to help.