BOI Reporting Deadline Reinstated: Key Compliance Actions Required by January 13, 2025

On December 23, 2024, the Fifth Circuit U.S. Court of Appeals issued a stay on the U.S. District Court’s injunction in Texas Top Cop Shop v. Garland et. al. This decision reinstates the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA), with a critical compliance deadline now in place for January 13, 2025. 

What Does This Mean for Businesses? 

For approximately 90% of U.S. legal entities—including LLCs, corporations, and similar entities—BOI reports must be filed with the Financial Crimes Enforcement Network (FinCEN) by January 13, 2025. As of December 1, only 9.5 million of the estimated 32.6 million required filings had been submitted, reflecting a significant compliance gap. Non-compliance can result in severe penalties, including: 

• Civil fines of up to $591 per day 

• Criminal fines up to $10,000 per report 

• Imprisonment for up to two years  

Updated Filing Deadlines: 

Following the court’s ruling, FinCEN extended some reporting deadlines to provide relief for impacted entities: 

• Reporting Entities created before January 1, 2024 – Initial BOI reports must be filed by January 13, 2025. 

• Reporting Entities created on September 4, 2024, and before December 3, 2024 – Reports must be filed by January 13, 2025. 

• Reporting Entities created on or after December 3, 2024, and on or before December 23, 2024 – Have an additional 21 days from their original filing deadline (i.e. If you filed on December 3, 2024, the original filing deadline would have been January 2, 2025; this deadline would now be January 23, 2025). 

• Reporting Entities created on or after December 24, 2024 – Must file BOI reports within 30 days after receiving actual or public notice that their creation or registration is effective.  

Steps to Ensure Compliance: 

1. Obtain FinCEN IDs for Key Owners – Streamline the process and protect privacy by securing FinCEN IDs for beneficial owners managing multiple entities. 

1. Engage with Legal Advisors – Clearly define engagement terms with clients and ensure that all responsibilities related to BOI filings are properly outlined. 

1. Collect Key Entity Information – Document ownership charts, governing documents, and detailed information on individuals with substantial control or ownership of more than 25%. 

1. Address Complexities – Consider ownership through trusts, tiered structures, or community property laws that may complicate filings. 

1. File Promptly – Entities can file directly with FinCEN, utilize third-party services like Secure Compliance to manage bulk filings and automate data collection, or engage in help from legal counsel to ensure compliance with reporting requirements. 

Prepare for Future Developments: 

FinCEN may issue further guidance, and legislative changes could impact reporting obligations. However, with the reinstatement of BOI reporting, immediate compliance is essential. 

Why Compliance Matters: 

Failing to meet the BOI reporting deadline can expose businesses to substantial financial penalties and legal risks. With only 25% of required entities having submitted their reports, a significant number of businesses remain vulnerable to fines and potential criminal charges. Proactive compliance not only helps avoid these penalties but also streamlines future reporting processes, reducing administrative burdens as regulations evolve. Ensuring timely and accurate filings safeguards your business’s reputation and protects against unnecessary scrutiny from regulatory agencies. 

For assistance in navigating these BOI reporting requirements, contact us today to discuss your options.