Last Updated: December 27th, 2024
Beneficial Ownership Information Reporting (BOIR) the Corporate Transparency Act (CTA) IS YET AGAIN SUSPENDED by Court Order
As of December 27th, 2024, FinCEN is again enjoined (i.e. restrained) from enforcing Beneficial Ownership Information Reporting (BOIR) under the Corporate Transparency Act (CTA). Specifically, the Fifth Circuit, United States Court of Appeals, has vacated (i.e. reversed) its previous order of December 23rd, granting the US Government’s emergency motion to stay the lower court’s order to enjoin FinCEN from enforcing BOIR under the CTA. Text of this new order can be found here.
On December 23rd, 2024, the injunction on FinCEN from enforcing Beneficial Ownership Information Reporting (BOIR) under the Corporate Transparency Act (CTA) was lifted by the Fifth Circuit, United States Court of Appeals, which had granted the US Government’s emergency motion to stay the lower court’s order to enjoin FinCEN from enforcing BOIR under the CTA. Text of the opinion can be found here. FinCEN then revised its deadlines, moving the big deadline of January 1st, 2025, to January 13th, 2025. This stay is rescinded as of 12/27/2024.
On December 3rd, 2024, the US District Court for the Eastern District of Texas, see Texas Top Cop Shop, Inc. v. Garland, E.D. Tex., No. 4:24-cv-00478, 12/3/24, issued an order enjoining (i.e. restraining) FinCEN from enforcing BOIR under the CTA. This order has been stayed by the Court of Appeals (5th Circuit), although the Appeals Court has yet to rule specifically on the merits of the Dist. Ct. case.
*** OUR CURRENT RECOMMENDATION : A matter of “best practice” would be to file your report. This is a preliminary injunction, temporarily blocking the enforcement of the CTA and its reporting requirements. This injunction can be removed or modified at any time. Because of this, if you’re not going to report your company’s BOIR, we strongly encourage you to be extra vigilant in monitoring legal developments closely.
L4SB can keep you appraised of changes in the law with our BOIR Compliance Package that starts at $4.95/month.
What is BOIR Under the CTA?
The CTA is an Act passed by Congress requiring almost all businesses in the US to report Beneficial Ownership Information (not just “ownership information”, but “beneficial ownership information”). It was being enforced by FinCEN.gov, as of 1/1/2024, requiring all companies to submit an initial BOIR (stands for “Beneficial Ownership Information Report”) no later than 1/1/2025 (this is moved to 1/13/2025) for companies existing prior to 1/1/2024, and all new companies to submit within 90-days of forming in 2024, and 30-days of forming in 2025 and onward.
The Latest Deadlines
The January 1, 2025, deadline has been moved to January 13th, 2025. If you were required to submit your BOIR between December 3rd and December 23rd, your new deadline to submit the BOIR is January 13th, 2025. If your company was created or registered between December 3rd and December 23rd, you have an additional 21 days from your original deadline to file the BOIR. Companies formed January 1st, 2025, have 30 days to file the BOIR.
As of December 27th, 2024, there are no deadlines to adhere to, regarding submitting BOIR to FinCEN under the CTA.
We wrote a comprehensive article about BOIR.
If and when the injunction is removed and FinCEN begins enforcement, the penalties for either not reporting or reporting false or incomplete information is very stiff. Criminal sanctions of up to $10,000 and 2 years in jail. Civil penalties of up to $500/day.
What Services Does L4SB Provide for BOIR Compliance?
We are a leading institution for BOIR Compliance, and we provide some of the most advanced and sophisticated tools available to deal with this annoying legal requirement (now currently suspended, although we suspect it will be put back into place).
- Want to talk to an attorney about BOIR Compliance? We sell 30-minute BOIR attorney consult.
- Want help submitted an initial or updated BOIR? For a nominal fee we can file the report for you.
- Don’t want to worry about BOIR Compliance? We offer a BOIR Compliance Service for as low as $4.95/month.
- Not sure whether (1) you need to report, or (2) who your “beneficial owners” are? We wrote a FREE, anonymous, expert system to give you an opinion on this. It will generate a report of its analysis, so you can take it to your business attorney to verify.
Not sure what sort of help you need? Search for something at the top of our website, or contact us, and we’ll do our best to answer your question or push you in the right direction to get help or answers.
Law 4 Small Business® (L4SB®). A Slingshot company. A little law now can save a lot later®.
