A recent court decision has reinstated the enforcement of the Corporate Transparency Act (CTA), requiring businesses to file a Beneficial Ownership Interest Report with FinCEN by March 21, 2025.

On February 18, a Texas judge granted the government’s motion to stay the previous injunction that had paused the law’s enforcement. As a result, businesses must now comply with CTA reporting requirements. FinCEN has stated it will evaluate potential modifications for “lower-risk” entities and prioritize enforcement on those posing higher national security risks.

This legal debate is far from over, as the CTA is likely headed to the U.S. Supreme Court after a Federal Court in Maine upheld its constitutionality under the Commerce Clause.

We encourage members to stay informed and ensure compliance with these federal reporting obligations. If you have any questions, please consult your legal or compliance team.

Who has to report?

Your company may need to report information about its beneficial owners if it is:

  1. A corporation, a limited liability company (LLC), or was otherwise created in the United States by filing a document with a secretary of state or any similar office under the law of a state or Indian tribe; or
  2. A foreign company and was registered to do business in any U.S. state or Indian tribe by such a filing.

Who does not have to report?

Twenty-three types of entities are exempt from beneficial ownership information reporting requirements, including public traded companies, nonprofits and certain large operating companies (please see list of exempt companies: https://www.fincen.gov/boi-faqs#C_2).

How do I report?

FinCen began accepting reports on January 1, 2024.

  • If your company was created or registered prior to January 1, 2024, you will have until January 1, 2025, to report BOI.
  • If your company is created or registered in 2024, you must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective, whichever is earlier.
  • If your company is created or registered on or after January 1, 2025, you must file BOI within 30 calendar days after receiving actual or public notice that its creation or registration is effective.
  • Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days.

Where can I learn more?

You can find guidance materials and additional information by visiting www.fincen.gov/boi.