The beneficial ownership information (BOI) reporting requirements are, once again, mandatory after a federal court decision last week.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas stayed the preliminary injunction against the BOI reporting requirements after the Supreme Court decision in McHenry v. Texas Top Cop Shop, Inc. Of note, this decision involves the district court reversing its own previous decision to grant the preliminary injunction with a nationwide scope. The district court made that ruling on the same day that the Supreme Court ruled against a different court's preliminary injunction against BOI reporting requirements. The February 17, 2025 ruling represents the district court adhering to the precedent set by the Supreme Court on that same day.
With this ruling, business owners who have made a filing with the state secretary of state (LLC owners, S Corp owners, C corp owners, among others) will need to file a BOI report. The Financial Crimes Enforcement Network ("FinCEN") provided updated deadlines in light of the confusion of conflicting precedents, which are as follows:- For most companies across the nation, the deadline is March 21, 2025.
- For new companies that received a disaster relief extension from Hurricane Helene (i.e., companies created from September 22, 2024 to December 21, 2024 - or companies that required an update to BOI reports during this time), the deadline would be April 23, 2025.
- For new companies that received a disaster relief extension from Hurricane Debby (i.e., companies created from July 31, 2024 to October 29, 2024 - or companies that required an update to BOI reports during this time), the deadline would be April 23, 2025.
Things to Note in Congress
Congress is currently considering amending the Corporate Transparency Act (CTA), which imposes the BOI reporting requirements on business owners.
The bill, H.R. 736, is titled the "Protect Small Businesses from Excessive Paperwork Act of 2025." This bill, which passed 408-0 in the House of Representatives on February 10, 2025, would extend the deadline for BOI reporting to January 1, 2026. Importantly, this deadline only applies to companies created before January 1, 2024 - so companies created after that date would still be subject to current reporting deadlines.
The bill was received in the Senate on February 11, 2025. Senators like Tim Scott (R-SC) have previously made similar proposals.
More Information on BOI Reporting
The authors at Farm Law & Tax have done a significant amount of reporting and explanation about BOI reporting requirements, and encourage all business owners to research the requirements that they now face under the CTA as a result of these latest court rulings:
Business Entities: New Federal Reporting Requirements for Small Businesses, Including Farms
FinCEN, BOI, CTA: What Does Any of This Stuff Mean?
FinCEN & BOI: Who Is a Beneficial Owner? What Must Beneficial Owners Report?
FinCEN & BOI: Does My Inactive Company Have to File a BOI Report?
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