Effective January 1, 2024, most domestic and foreign corporations, limited liability companies, and other similar business entities operating within the US were required to file a report outlining details about their beneficial owners (those who ultimately control and/or own the company) to the US Department of the Treasury's Financial Crimes Enforcement Network (FinCEN).
Enacted under the Federal Corporate Transparency Act, those reporting requirements aimed to strengthen the integrity of the US financial system by deterring bad actors from using shell companies for money laundering or concealing assets.
On December 3, 2024, a federal court ruled (in Texas Top Cop Shop, Inc., et al. v. Garland, et al), that FinCEN's requirement for companies to report their beneficial ownership information is unconstitutional. As a result, companies were not requrired to file the report and the enforcement deadlines were not enforceable.
On December 23, 2024, the United States Court of Appeals for the Fifth Circuit lifted the nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (CTA) that had been issued by the United States District Court for the Eastern District of Texas on December 3, 2024.
On December 27, 2024, merely three days after the U.S. Court of Appeals for the Fifth Circuit reinstated a rule mandating businesses to file Beneficial Ownership Information, the same court reversed its decision, granting businesses a reprieve from these filing requirements.
On February 18, 2025 a decision by the U.S. District Court for the Eastern District of Texas ruled that the BOI reporting requirements were once again in effect. As a result, the deadline for reporting was extended for most companies to March 21, 2025.
On March 2, 2025 the U.S. Treasury Department announced that it would not enforce the Beneficial Ownership Information reporting requirement.
A interim final rule published by the Financial Crimes Enforcement Network (FinCEN) on March 21, 2025 confirmed that the only companies that are required to file a BOI report are foreign reporting companies (companies formed outside the United States).
FinCEN intends to finalize this rule by the end of 2025, in order to reduce excessive regulatory pressures imposed on American business owners.Since the March 21 publication date, reporting deadlines for foreign companies are as follows:
Filing the BOI report is FREE and is filed online through FinCEN's BOI E-Filing System
The BOI report contains four sections that need to be completed:
You will need the following information:
You will need the following information:
You will need the following information for the Company Applicant (the person who filed the initial formation paperwork for your business with the state):
You will need the following information for EACH owner of the company:
Enter the email address and name of the person completing the BOI report and submit the form. Upon acceptance, you will receive a confirmationemail.
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