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 [. . .]

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.

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 [. . .]

What Happens if a Company Fails to File Its FinCEN BOI Report?

Question: What happens if my company does not file its FinCEN BOI report within the required timeframe?

Answer: If a person willfully fails to report complete or updated beneficial ownership information to FinCEN as required under the Corporate Transparency Act, FinCEN will determine the appropriate enforcement response in consideration of its published enforcement factors.

The willful failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in [. . .]

What IDs are Acceptable on FinCEN BOI Reports?

Question: What are some acceptable forms of identification that will meet the reporting requirement?

Answer: The only acceptable forms of identification are:

A non-expired U.S. driver’s license (including any driver’s license issued by a commonwealth, territory, or possession of the United States);
A non-expired identification document issued by a U.S. state or local government, or Indian Tribe;
A non-expired passport issued by the U.S. government; or
A non-expired passport issued by a foreign government [. . .]

What Applicant Information Is in a FinCEN BOI Report?

Question: What information will a reporting company have to report about its company applicants?

Answer: For each individual who is a company applicant, a reporting company will have to provide:

The individual’s name;
Date of birth;
Address; and
An identifying number from an acceptable identification document such as a passport or U.S. driver’s license, and the name of the issuing state or jurisdiction of the identification document.

The reporting company will also have to report an image of the [. . .]

What is a FinCEN Report Applicant?

Question: What is an applicant and when does a reporting company have to include applicant information in its FinCEN report filed under the Corporate Transparency Act.

Answer: All reporting companies formed after 2023 must include applicant information in their FinCEN report. Reporting companies formed before 2024 do not include applicant information in their FinCEN reports.

An applicant is individual who forms a reporting company by filing an application to form a corporation, limited liability company, or other similar entity under the laws of [. . .]

Who is the Beneficial Owner of a Company Owned by Another Company?

Question: Homer Simpson and Marge Simpson own 25% of World Wide Widgets, LLC, as community property. Ned Flanders, a single man, owns 75% of the LLC. World Wide Widgets, LLC, owns 100% of two subsidiary LLCs called Sub 1, LLC and Sub 2, LLC. Which companies must file FinCEN reports and who is/are the beneficial owner(s) that must be named in the FinCEN report?

Answer: Each company must file a FinCEN report. Ned, Homer and Marge are all deemed to be beneficial owners of all three [. . .]

Kill Your Inactive Entities

Question: I have an LLC that I formed years ago that is dormant. It does not have any assets or get any income. It is not operating a business. Will my inactive LLC have to file a FinCEN report that contains beneficial owner information?

Answer: Yes if it exists on January 1, 2025. To avoid filing a FinCEN report and the CTA’s $500/day late filing penalty you should terminate/kill all inactive entities before January 1, 2025.

How to Terminate an AZ LLC or PLLC: If [. . .]

CTA Law