Update (3/21/25): The Financial Crimes Enforcement Network (FinCEN) issued an interim regulation that exempts US Small Businesses and US citizens from BOI reporting requirements. No more BOI reports.
With all the reversals over the last year, it's time for a BOI Reporting timeline of the key events related to small businesses' beneficial owner information.
Before we begin, it's important to note that this article is not intended as legal, financial, or tax advice. Readers are advised to consult with professionals about their specific situations.
Now, on to the timeline.
Table of Contents
Timeline of BOI Reporting Events
January 1, 2024
- The Corporate Transparency Act (CTA) went into effect, requiring over 32 million small businesses in the U.S. to file BOI reports with FinCEN.
- Businesses formed before this date were initially required to file BOI reports by January 1, 2025.
- Newly formed businesses in 2024 were given 90 days to file.
- BOI reports must be filed electronically using FinCEN’s secure filing system.
March 2024
- An Alabama court granted an injunction but only applied to a specific group, including the National Small Business Association and its members.
December 3, 2024
- A Texas federal court issued a nationwide injunction, temporarily blocking the law for all affected businesses.
December 23, 2024
- A Fifth Circuit motions panel granted the government's request to stay the injunction, reinstating the BOI reporting requirement.
- FinCEN responded by extending the filing deadline to January 13, 2025.
December 26, 2024
- A different Fifth Circuit panel reversed the December 23 decision, reinstating the nationwide injunction and halting the BOI reporting requirement.
- This reversal once again halted the BOI reporting requirement, meaning businesses were no longer obligated to file reports at that time.
December 27, 2024
- FinCEN, on its BOI website, issued a new alert stating:
- "In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force."
- The Fifth Circuit Court issued an expedited briefing schedule and has reversed the prior stay as follows:
- "in order to preserve the constitutional status quo while the merits panel considers the parties' weighty substantive arguments, that part of the motions-panel order granting the Government's motion to stay the district court's preliminary injunction enjoining enforcement of the CTA and the Reporting Rule is VACATED."
January 23, 2025
- The Supreme Court granted the US government’s motion to stay a nationwide injunction issued by a federal judge in Texas (Texas Top Cop Shop, Inc. v. McHenry—formerly, Texas Top Cop Shop v. Garland).
- A separate nationwide order issued by a different federal judge in Texas (Smith v. U.S. Department of the Treasury) remains in place.
- Despite the Supreme Court’s action in Texas Top Cop Shop, reporting companies are still not required to file beneficial ownership information with FinCEN.
February 7, 2025
- Original appellants' (US government) brief due date.
February 17, 2025
- The US District Court for the Eastern District of Texas stayed its own injunction on the CTA’s beneficial ownership information (BOI) reporting requirements, clearing the way for CTA enforcement to continue immediately.
February 20, 2025
- FinCEN issued new guidance extending the reporting deadline for most small businesses by 30 days to March 21, 2025.
February 21, 2025
- Original appellees' (plaintiffs) brief due date.
February 27, 2025
- FinCEN plans to issue an interim final rule by March 21, 2025, to extend reporting deadlines and solicit public comments on revising the requirements.
- The scope of existing rules is likely to change.
- FinCEN announced it would not impose fines or penalties for failures to file or update BOI reports by the current deadlines.
- FinCEN issued a press release stating it “will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines.”
- BOI reporting effectively makes compliance voluntary once again. Some folks are recommending voluntarily filing anyway to be done with it.
- FinCEN also stated its intention to extend the deadline further and revise the scope of the existing rules in the coming months.
February 28, 2025
- Original appellants' reply brief due date.
March 2, 2025
- The US Treasury Department announced it would no longer enforce BOI reporting requirements on U.S. citizens or domestic companies.
- The forthcoming rule change aims to narrow the requirements to foreign reporting companies only.
- Based on this announcement, compliance with the CTA filing deadlines has been voluntary again.
- You can see the Treasury's press release suggesting the direction of the future.
- Due to legal uncertainty, if you haven't filed yet, it may be advisable to wait for FinCEN’s interim regulations to be published later this month to clarify the CTA filing requirements.
March 21, 2025
- Original date for FinCEN to issue an interim final rule extending deadlines and revising reporting requirements.
- FinCEN acknowledged the following:
- “Reporting of BOI by domestic reporting companies and their beneficial owners would not serve the public interest and would not be highly useful in national security” efforts.
- The “vast majority of domestic small businesses are legitimate and owned by hard-working American taxpayers who are not engaged in illicit activity.”
- FinCEN’s new regulation changes the definition of “reporting company” to exclude US Small Businesses from the reporting requirements.
- Only foreign entities registered to do business in the US and their non-US beneficial owners must file BOI reports with FinCEN.
- These entities must file their BOI reports within 30 days of the new regulation.
March 25, 2025
- The original scheduled oral argument day was regarding the law's constitutionality in the Fifth Circuit Court.
- This hearing would be crucial in determining the future of the BOI reporting requirement.
March 26, 2025
- The US Treasury Department published a press release noting the narrowing of scope to foreign reporting only.
- The previous interim final rule announced on March 21, 2025, is effective immediately.
- FinCEN is accepting comments and intends to finalize the rule this year.
- US Treasury Secretary Scott Bessent had this to say:
- “It is important to rein in burdensome regulations to the benefit of hard-working American taxpayers and small businesses.”
- “As we continue to re-leverage the private sector and de-leverage the government, we are reviewing all regulations to ensure they are fit-for-purpose, in furtherance of our ambitious economic growth agenda on behalf of the American people.”
Current BOI Reporting Status
As of March 21, 2025:
- US Reporting Exemption: US Small Businesses and US citizens are now exempt from the reporting requirements.
- Foreign Entities Requirement: Only foreign entities registered to do business in the US and their non-US beneficial owners must file BOI reports with FinCEN.
- Future Considerations: The push is still on for permanent repeal of the CTA by Congress. FinCEN will also be pressured to destroy all BOI data submitted by US Small Business owners.
As of March 2, 2025:
Enforcement Suspension: FinCEN has suspended enforcement actions related to BOI reporting until new rules are established.No Penalties: No fines or penalties will be issued for non-compliance until the new rules take effect.Future Changes: The Treasury Department plans to limit BOI reporting to foreign companies, and FinCEN will seek public input on revising the requirements to reduce the burden on small businesses.
As of December 26, 2024:
BOI Reporting Suspended: The nationwide injunction continues to halt the BOI reporting requirement.No Filing Obligation: Small businesses are not currently required to file BOI reports.Stay Informed: Businesses should continue to monitor developments as the legal proceedings unfold.Preparation Encouraged: While not mandatory, businesses may want to gather necessary information about beneficial owners to prepare for potential future filing requirements.Legal and Regulatory Updates: The situation remains fluid, and any changes will depend on the outcome of the ongoing legal challenges.
FinCEN BOI Reporting Timeline Conclusion
FinCEN stated that it intends to solicit public comments on potential revisions to existing BOI reporting requirements and will consider those comments as part of a notice of proposed rulemaking. The goal is to “minimize the burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities.”
Even still, the filing deadline may be reinstated for some companies based on the interim final rule but before the proposed rulemaking process is complete. After all, why change obligations four times when you can go six to seven times?
Finally, it is unclear how any legislative effort will change or extend the reporting deadline until 2026 or completely halt the reporting requirement for domestic small businesses altogether.
Either way, voluntary filing with no enforcement and legal uncertainty means a no-file situation unless something changes.
Stay tuned for more information.