New Beneficial Ownership Information (BOI) Reporting Requirement: What You Need to Know

Updated: December 27, 2024

On December 26, 2024, the Fifth Circuit Court of Appeals reinstated the nationwide injunction halting enforcement of the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA). This decision reverses an earlier ruling from the same court issued earlier this week.

In its latest order, the Fifth Circuit stated that the injunction was reinstated “to preserve the constitutional status quo while the merits panel considers the parties’ weighty substantive arguments.”

As of now:

• BOI reports are not required to be filed.
• There is no set deadline for BOI reporting while the injunction is in place.
• Entities may voluntarily submit BOI reports, as noted in FinCEN’s updated guidance.

BNA has processed all BOI filings for clients who signed up for this service earlier this week. No further action is required at this time unless the injunction is lifted.

We will continue to monitor developments and provide updates as they become available.

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What Is BOI Reporting?

 
Starting January 1, 2024, a new Beneficial Ownership Information (BOI) reporting requirement under the Corporate Transparency Act (CTA) was scheduled to go into effect. This regulation, managed by the Financial Crimes Enforcement Network (FinCEN), aims to combat illicit financial activities by identifying the individuals who ultimately own or control certain entities.

With an estimated 32.6 million businesses impacted, including smaller entities like single-member LLCs, there’s understandable confusion about what these changes mean. But don’t worry—we’re here to clarify the details and help you navigate compliance.

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Who Needs to File?

 
Most domestic corporations, LLCs, and other entities created by filing with a secretary of state or tribal office are required to comply. The requirement also extends to foreign entities registered to do business in the U.S.

However, there are 23 categories of exemptions, such as:

• Publicly traded companies
• Certain large operating entities
• Tax-exempt organizations
• Banks

Check out our FAQs for more details about exemptions and specifics.

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Key Deadlines (Subject to Change Pending Injunction):

• Existing entities formed before January 1, 2024, must file their BOI report by January 1, 2025 (if the injunction is lifted).
• New entities formed after January 1, 2024, must file within 90 days of their creation.
• Any changes to beneficial ownership details must be reported within 30 days of the change.

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What Information Must Be Included In A BOI Report?

 
The BOI report must include the following details about the reporting company:

• Legal name of the entity
• Trade name (Doing Business As, if applicable)
• Business address
• Jurisdiction of formation
• IRS taxpayer identification number (TIN)

For each beneficial owner (someone who owns or controls at least 25% of a company or exercises significant control), the following information is required:

• Full name
• Date of birth
• Address
• Unique identification number from a government-issued ID (e.g., passport or driver’s license)
• An image of the identification document

Important Note: Unlike other filings, BOI reports do not need to be submitted annually. However, it is critical to update your report within 30 days of any changes to ensure accuracy and compliance.

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Risks of Non-Compliance

 
Non-compliance carries serious penalties, including fines of $500 per day for each violation and criminal penalties of up to $10,000 or two years in prison. Avoiding these penalties requires timely and accurate filing of your BOI report with FinCEN (if required).

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How BNA Can Help

 
At BNA, we’re here to assist with your BOI filing needs. While this service isn’t part of our standard engagement, we are offering a BOI filing service for an initial fee of $500 per entity.

To have us assist with your BOI filing, simply click the ‘Request Filing’ button below, and we’ll get in touch with the next steps.

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Stay Informed

 
For further details, check out our BOI FAQs or reach out to our team for personalized assistance.