Corporate Transparency Act 2024: Updates on Beneficial Ownership Information Reporting and Filing 

This article was last updated on March 4, 2025. Entities should seek personalized legal advice to navigate their specific compliance requirements.

Important Update: FinCEN has announced that BOI reporting is no longer required for most U.S. businesses and that it will not enforce any penalties or fines related to prior non-compliance. The agency also stated that future rule changes will narrow the BOI reporting requirement to apply only to foreign reporting companies, eliminating the obligation for domestic entities.

All content below will explain the intentions originally behind BOI Reporting and showcases some of the legal back and forth that ultimately led to this final decision.

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The Corporate Transparency Act (CTA) requires certain businesses to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). This reporting rule aims to increase corporate transparency and combat financial crimes by identifying individuals who own or control businesses operating in the U.S.

Recently, the legal landscape surrounding BOI reporting has changed multiple times. On February 18, 2025, a U.S. District Court lifted an injunction that had previously halted enforcement, reinstating the requirement to file BOI Reports. FinCEN has now set a new filing deadline of March 21, 2025.

If you own a business, it is crucial to understand whether you are required to file, what information must be reported, and how to ensure compliance before the deadline.

Key Takeaways

✔ New BOI Filing Deadline: March 21, 2025
✔ Who Must File? Most LLCs, corporations, and similar business entities
✔ Who Is Exempt? Certain regulated businesses (e.g., banks, large operating companies)
✔ Penalties: Fines of $500 per day for non-compliance
✔ How to File? Reports must be submitted electronically through FinCEN’s online portal

When Is the BOI Report Due?

As of February 18, 2025, FinCEN has reinstated the BOI reporting requirement with a new deadline:

• For existing businesses (formed before January 1, 2024): The new BOI filing deadline is March 21, 2025.
• For businesses formed in 2024: The previous 90-day filing window applies.
• For businesses formed in 2025: Reports are due by the later of March 21, 2025, or 30 days from the date of formation.

FinCEN has stated that it is still reviewing potential adjustments for lower-risk businesses but has not announced any further extensions.

Who Must Report Beneficial Ownership Information? 

Entities required to report under the CTA include corporations, limited liability companies (LLCs), and similar entities either created by filing documents with a state secretary or Indian tribe or foreign entities registered to do business in the U.S. 

However, certain entities such as governmental authorities, banks, and securities issuers, among others, are exempt. The 23 types of entities exempt from the reporting obligation are:  

1. Securities reporting issuer 

2. Governmental authority 

3. Bank 

4. Credit union 

5. Depository institution holding company 

6. Money services business 

7. Broker or dealer in securities 

8. Securities exchange or clearing agency 

9. Other Exchange Act-registered entity 

10. Investment company or investment adviser 

11. Venture capital fund adviser 

12. Insurance company 

13. State-licensed insurance provider 

14. Commodity Exchange Act-registered entity 

15. Accounting firm 

16. Public utility 

17. Financial market utility 

18. Pooled investment vehicle 

19. Tax-exempt entity 

20. Entity assisting a tax-exempt entity 

21. Large operating company 

22. Subsidiary of certain exempt entities 

23. Inactive entity 

This list is simplistic, however, meaning there are many nuances within these 23 exempt companies. For example, a “large operating company” must employ more than 2- full-time employees, have filed federal income tax returns with more than $5 million in gross receipts or sales in the previous year, and have a physical office within the US.  

For full guidance, refer to the FinCEN guidelines or reach out to the team at Evolution Tax & Legal.  

What are the Reporting Requirements for Beneficial Ownership Information (BOI)? 

Each reporting company must file a report disclosing beneficial owners’ names, birth dates, addresses, and unique identification numbers. Beneficial owners are defined broadly, encompassing individuals with 25% or more ownership or those exercising substantial control over the entity. 

• Penalties for Non-Compliance: Willful violations may result in civil penalties of up to $500 per day and criminal penalties, including fines and imprisonment  
• Identification Documents: Identification documents without photographs are accepted for religious reasons, and current residential addresses must be reported. 

There is no annual reporting requirement. However, reporting companies must file an initial BOI report and updated or corrected BOI reports as needed. For more detailed information, visit the FinCEN FAQ page.

Compliance Tips

• Use FinCEN Resources: Extensive guidance materials, FAQs, and training webinars are available to help entities understand and comply with the reporting rules . 
• Maintain Accurate Records: Regular updates and detailed records of filings and supporting documents are crucial for compliance and audit trails. 
• Professional Advice: Consulting legal experts familiar with the CTA and BOIR regulations is advised to ensure full compliance. 

To review FAQs provided by FinCEN, click here.  

Conclusion

The CTA’s Beneficial Ownership Reporting Rule represents a major step towards greater corporate transparency in the U.S. With stringent requirements and significant penalties for non-compliance, it is imperative for affected entities to familiarize themselves with the new rules, ensure timely and accurate reporting, and utilize available resources for guidance. As the regulatory landscape continues to evolve, staying informed and proactive in compliance efforts will be key to navigating these changes successfully. 

Contact Evolution Tax & Legal for BOI Filing Assistance

Led by dually licensed CPA and tax attorney, Alton Moore, Esq, CPA, the team behind Evolution Tax & Legal can assist your company in properly reporting and filing your BOI. Reach out today to get started, ensuring you stay in compliance and avoid hefty penalties.