FinCEN Beneficial Owner Information Reports are Dead

On March 2, 2025, the U.S. Treasury issued the following press release:

The Treasury Department is announcing today that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The Treasury Department will further be issuing [. . .]

FinCEN will Not Enforce CTA Fines or Penalties

On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued the following press release:

Today, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines. No fines or penalties will be issued, and no enforcement actions will be taken, until a forthcoming interim final rule becomes effective and the new relevant due dates [. . .]

FinCEN BOI Reports Reinstated as of 2/18/25

The text below is from FinCEN’s website.

With the February 18, 2025, decision by the U.S. District Court for the Eastern District of Texas in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply with their BOI reporting obligations, FinCEN is generally extending the deadline 30 calendar days from February 19, 2025, for [. . .]

Senator Tuberville Introduced a Bill to Repeal the Corporate Transparency Act

U.S. Senator Tommy Tuberville (R-AL) introduced legislation to repeal the Corporate Transparency Act (CTA) and protect small businesses. Signed into law as part of the Fiscal Year 2021 National Defense Authorization Act (NDAA), the CTA requires individuals with an ownership interest in a limited liability company (LLC) to disclose personal data with the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). The CTA specifically targets American small business owners – and failure to comply could result in up to two years of jail time and fines of up to [. . .]

FinCEN’s Updated Notice re National Small Business United v. Yellen

The following is the text of a March 11, 2024, FinCEN news release:

“On March 1, 2024, in the case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.), a federal district court in the Northern District of Alabama, Northeastern Division, entered a final declaratory judgment, concluding that the Corporate Transparency Act exceeds the Constitution’s limits on Congress’s power and enjoining the Department of the Treasury and FinCEN from enforcing the Corporate Transparency Act against the plaintiffs. The Justice Department, on behalf of the [. . .]

Federal District Court Says Corporate Transparency Act is Unconstitutional

The following is a March 4, 2024, news item on FinCEN’s website:

On March 1, 2024, in the case of National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.), a federal district court in the Northern District of Alabama, Northeastern Division, entered a final declaratory judgment, concluding that the Corporate Transparency Act exceeds the Constitution’s limits on Congress’s power and enjoining the Department of the Treasury and FinCEN from enforcing the Corporate Transparency Act against the plaintiffs. FinCEN will comply with the court’s order for [. . .]

Is My Data In Your System Secure?

Question: If I upload information about my reporting company and its beneficial owners to FinCEN Filer, LLC’s database secure?

Answer: Yes. FinCEN Filer, LLC’s online database system that retains your data is an ISO 27001-compliant ISMS (information security management system). It secures your data. Independently accredited certification to the ISO 27001 Standard provides verification that your company’s information security is managed according to international best practice, and supports compliance with a host of laws, including the EU GDPR (General Data Protection Regulation), DPA (Data Protection Act) 2018 [. . .]

Must Read Article for BOI Report Do-It-Yourselfers

If you own a company that has to file a FinCEN BOI report you must read our article called “Navigating the Corporate Transparency Act: How to Avoid the $500/Day Fine.” It explains in detail what owners of U.S. companies need to do to avoid the $500 a day late filing fine. Before filing a FinCEN BOI report yourself you must read FinCEN’s 33 page report FAQ.

What If Beneficial Owner Refuses to Give Information?

Question: What should a reporting company do if a beneficial owner or company applicant withholds information?

Answer: While FinCEN recognizes that much of the information required to be reported about beneficial owners and company applicants will be provided to reporting companies by those individuals, reporting companies are responsible for ensuring that they submit complete and accurate beneficial ownership information to FinCEN. Starting January 1, 2024, reporting companies will have a legal requirement to report beneficial ownership information to FinCEN.

Existing reporting companies should engage with [. . .]

Who Can Be Liable for Violating BOI Reporting Requirements?

Question: Who can be held liable for violating BOI reporting requirements?

Answer: Both individuals and corporate entities can be held liable for willful violations. This can include not only an individual who actually files (or attempts to file) false information with FinCEN, but also anyone who willfully provides the filer with false information to report. Both individuals and corporate entities may also be liable for willfully failing to report complete or updated beneficial ownership information; in such circumstances, individuals can be held liable if they either [. . .]

What Are the Penalties for Violating BOI Reporting Requirements?

Question: What penalties do individuals face for violating BOI reporting requirements?

Answer: As specified in the Corporate Transparency Act, a person who willfully violates the BOI reporting requirements may be subject to civil penalties of up to $500 for each day that the violation continues. That person may also be subject to criminal penalties of up to two years imprisonment and a fine of up to $10,000. Potential violations include willfully failing to file a beneficial ownership information report, willfully filing false beneficial ownership information, or [. . .]

If One Item in a FinCEN BOI Report Changes Must the Company File an Entirely New Report?

Question: If a reporting company needs to update one piece of information on a FinCEN BOI report, such as its legal name, does the reporting company have to fill out an entire new BOI report?

Answer: Updated BOI reports will require all fields to be submitted, including the updated pieces of information. For example, if a reporting company changes its legal name, the reporting company will need to file an updated BOI report to include the new legal name and the previously reported, unchanged information about [. . .]

What Events Require an Amended FinCEN BOI Report?

Question: What are some likely triggers for needing to update a beneficial ownership information report?

Answer: The following are some examples of the changes that would require an updated beneficial ownership information report:

Any change to the information reported for the reporting company, such as registering a new business name.
A change in beneficial owners, such as a new CEO, or a sale that changes who meets the ownership interest threshold of 25 percent.
Any change to a beneficial owner’s [. . .]

What Does a Reporting Company Do If Info in a Filed FinCEN BOI Report Changes?

Question: What should I do if previously reported information changes?

Answer: If there is any change to the required information about your company or its beneficial owners in a beneficial ownership information report that your company filed, your company must file an updated report no later than 30 days after the date of the change. A reporting company is not required to file an updated report for any changes to previously reported information about a company applicant.

How Do I Get a Taxpayer Identification Number for a New Company?

Question: How can I obtain a Taxpayer Identification Number (TIN) for a new company quickly so that I can file an initial beneficial ownership information report on time?

Answer: The Internal Revenue Service (IRS) offers a free online application for an Employer Identification Number (EIN), a type of TIN, which is provided immediately upon submission of the application. For more information on TINs, see “Taxpayer Identification Numbers (TIN)” at IRS.gov (https://www.irs.gov/individuals/international-taxpayers/taxpayer-identification-numbers-tin). For more information on Employer Identification Numbers and to access the EIN online application, [. . .]

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