Tax Blog

Court Halts BOI Reporting Requirements for All Businesses

Written by Paula Allgood | Dec 4, 2024 6:00:00 AM

 

On December 3rd, a federal district court in Texas issued a nationwide preliminary injunction halting enforcement of Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act (CTA). The court determined that Congress likely exceeded its authority in enacting the CTA, resulting in an unconstitutional infringement on states’ rights to regulate businesses.

What this means for your business:

  • The deadline for BOI filings is currently suspended. No filings are required until the injunction is resolved.
  • Uncertainty remains. It is unclear how and when this matter will be resolved, or whether the requirement for BOI filings will ultimately be reinstated.

Action Needed:

  • No immediate action required if you have not filed. You may choose to "wait and see" how the legal matter develops. We will provide updates via email as more information becomes available.
  • Filing is now limited to the FinCEN website. FinCEN no longer accepts BOI filings from third-party providers (e.g., Gusto or other software platforms previously offering this service).
  • No further action needed if you have already filed.

BOI FAQs:

If you are interested in learning more about BOI reporting, please refer to the list of BOI FAQs below.

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Corporate Transparency Act BOI Filing Summary

Under the Corporate Transparency Act (CTA), companies are required to share critical information about their beneficial owners. This reporting is done by filing a beneficial ownership information (BOI) report, which discloses specific ownership details.

What is a BOI Report? 

A BOI report discloses key information about your company, including the legal name and employer identification number (EIN), as well as identifying details for beneficial owners (name, address, and government-issued identification number).

Who is Required to File?

Most domestic companies, including corporations and LLCs, are required to file a BOI report. Foreign entities registered to do business in the U.S. also have a filing requirement. However, certain exempt entities such as tax-exempt organizations, publicly traded companies, and large operating companies may not need to file.

When are BOI Reports Due? 

  • Companies existing before 2024: January 1, 2025
  • New companies in 2024: 90 days from formation
  • New companies after 2024: 30 days from formation
  • Updates/Corrections: 30 days

What Happens if You Don't File?

Penalties for willfully not complying with the BOI reporting requirement can result in criminal and civil penalties of $500/day ($10,000 max) and up to two years of jail time.

Resources to Help:

  • Read Our Blog: Learn more about the Corporate Transparency Act, including what’s required and why.

Request Filing Assistance:

As a reminder, advising on BOI is a legal matter, and we strongly encourage you to consult with your legal counsel. We recognize the complexity of this new filing requirement and are happy to help if we can. Here are options for how you can handle your filing requirements:
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