It’s been on, then off and then on again and it’s now off again. If you haven’t yet filed your BOIR report or are confused by the recent court actions, here’s an important update you need to know.

The Beneficial Ownership Information Reporting (BOIR) requirements, established under the Corporate Transparency Act (CTA), continue to face legal challenges, resulting in ongoing uncertainty for small-business owners. Recent court decisions have vacillated between enforcing and blocking the reporting mandates, leaving businesses in a state of flux.

Recent Legal Developments

December 3, 2024: The U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction, halting enforcement of the CTA's BOIR requirements due to constitutional concerns.

December 23, 2024: A Fifth Circuit Court of Appeals motions panel lifted the nationwide injunction, reinstating the reporting requirements.

December 26, 2024: A different Fifth Circuit panel vacated the December 23 order, reinstating the nationwide injunction and suspending the BOIR requirements once again.



March 25, 2025: Oral arguments are scheduled, where both sides will present their case, and the future of the BOIR requirements may become clearer.

Current Status

As of December 28, 2024, small-business owners are not required to submit a beneficial ownership information report. The Financial Crimes Enforcement Network (FinCEN) has acknowledged the injunction and is encouraging voluntary compliance during this period. If your business is a simple one, it may be prudent to simply file so you don’t have to worry about it.

Next Steps

Oral arguments are scheduled for March 25, 2025, where the constitutionality of the CTA's reporting requirements will be further examined. The outcome of these proceedings will significantly impact the future enforcement of BOIR mandates.

Implications for Small Businesses

The legal back-and-forth has created confusion among small-business owners regarding compliance obligations. Initially, businesses formed before January 1, 2024, were required to file by January 1, 2025, with new entities given a 90-day window from formation to file. With the current injunction, these deadlines were first extended and are now at least temporarily suspended.

Recommendations

Stay Informed: Monitor updates from FinCEN and legal advisories to remain aware of any changes to the reporting requirements.

Consult Legal Counsel: Engage with legal professionals to understand how these developments may impact your specific business circumstances.

Prepare for Compliance: Consider preparing the necessary information for BOIR filings so that your business can respond promptly if the requirements are reinstated.

What You Need to Do

The situation remains dynamic, and businesses should be prepared for rapid changes in the legal landscape concerning BOIR requirements.

Visit FinCEN’s official website at https://boiefiling.fincen.gov or consult your legal advisor for assistance.