BOI Filing Under the CTA Reinstated
- Baker Holtz
- Feb 24
- 2 min read
In a significant development for U.S. businesses, the Financial Crimes Enforcement Network (FinCEN) has reinstated the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA). This follows a federal court decision on February 18, 2025, lifting a previous injunction that had temporarily halted enforcement. To accommodate businesses, FinCEN has extended the filing deadline to March 21, 2025, for most companies.
Who Needs to File?
The BOI reporting requirements apply to a wide range of entities, including:
corporations
limited liability companies (LLCs)
certain trusts
other similar entities created or registered to do business in the United States
These entities are required to disclose information about their beneficial owners—the individuals who ultimately own or control the company. Certain entities, such as governmental authorities, are exempt from this requirement.
Large operating companies may also be exempt from filing if all components below are met:
Employees: Over 20 full-time employees in the US (as defined by IRS regulations)
Revenue: Filed federal income tax returns for the previous year showing over $5 million in gross receipts or sales (excluding outside-US sources)
Operating presence: Have a physical office within the United States
Reporting exceptions can be found on the FinCEN Exemptions Page.
What Information Must Be Reported?
Entities subject to the BOI reporting requirements must provide specific details about their beneficial owners, including:
• Full legal name
• Date of birth
• Residential or business address
• Unique identifying number from an acceptable identification document (e.g., passport or driver's license)
This information aims to enhance transparency and combat illicit activities by revealing the individuals who truly own or control businesses operating within the U.S.
Where to File the BOI Report?
Reports must be submitted electronically through FinCEN's dedicated BOI E-Filing System.
For more information and resources to file, please see the FinCEN page. Forms to file electronically will be available at no cost.
When Is the Filing Deadline?
The current deadline for most reporting companies to submit their initial, updated, or corrected BOI reports is March 21, 2025. Reporting companies with a previous deadline after March 21, 2025 must file their report by the later date. FinCEN has indicated that it will assess options for further modifying deadlines and will provide updates as necessary. Businesses are encouraged to stay informed about any potential changes to ensure timely compliance.
It's crucial for businesses to understand and fulfill their BOI reporting obligations to avoid potential penalties and contribute to the broader effort of enhancing corporate transparency in the United States.
Recommended Next Steps
To ensure compliance, we recommend consulting with a qualified business attorney who can advise you on your CTA obligations. Taking this step will help you meet federal requirements with confidence. For more information and resources to file, please see the FinCEN page.
Baker Holtz is happy to answer any questions and assist within the engagement agreed upon for services. For blog posts and industry updates, please see the Baker Holtz Blog on our website.
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