Update: 8/11/26
UPDATE (August 11, 2026): FinCEN Formally Ends BOI Reporting Requirements for U.S. Companies
The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule permanently eliminating Beneficial Ownership Information (BOI) reporting requirements for U.S. companies and U.S. persons under the Corporate Transparency Act.
Key Takeaways from the Release:
- Permanent Exemption for U.S. Entities: U.S. companies and U.S. persons are permanently exempt from filing BOI reports or updating FinCEN IDs.
- Deletion of Historical Data: FinCEN announced it will actively delete previously collected BOI records for individuals/entities identified as U.S. persons from its database.
- Exemption for U.S. Company Applicants: Foreign entities are no longer required to report U.S. persons who acted as company applicants.
- Foreign Entities: Foreign reporting companies must still report beneficial ownership information, but strictly for foreign (non-U.S.) individuals.
Click here to read the full press release from the Treasury Department.
Update: 3/24/25
As predicted, FinCen revised its March 21st deadline. FinCen has issued an interim final rule that revises the definition of “Reporting Company” to essentially foreign companies. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below.
Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:
- Reporting companies registered to do business in the United States before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
- Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
This rule is an interim final rule so we will keep you informed of further developments. In the meantime, do not hesitate to reach out if you have any questions or concerns.
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Update: 3/3/25
The U.S. Department of Treasury, which is the agency responsible for the Corporate Transparency Act (“CTA”), has announced today that it will not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect. It is possible that the reporting requirements may still apply to foreign companies doing business in the U.S. as President Trump posted on Truth Social that Treasury is working to “formally suspend this rule for American businesses.”
Additionally, a Michigan federal district court has ruled the CTA violates the 4th Amendment, which may also impact state versions of the CTA, such as in New York.
The CTA was originally enacted under the first Trump Administration and things are subject to rapid change in this second Trump Administration so we suggest to remain vigilant about further developments.
Clients of Dodge Legal Group SPC: If we helped you form your company with an effective date of 2024 or 2025, we will keep your business on our list and contact you directly should requirements change.
If we helped you form your company before 2024, contact us if you would also like to be on our list to reach out to you directly so you don’t have keep monitoring these developments.
Update: 2/28/25
FinCen has announced a reporting deadline extension no later than March 21, 2025, as an “interim final rule.”
No fines or penalties will be issued, and no enforcement actions will be taken, until a forthcoming interim final rule is issued.
As we suggested in our last Business Alert: Remain vigilant about further developments.
Clients of Dodge Legal Group SPC: If we helped you form your company with an effective date of 2024 or 2025, our offer to file your BOI reports remains open.
If we helped you form your company before 2024, contact us if you would like us to file your BOI reporting when it becomes necessary for a minimal fee, so you don’t have keep monitoring these developments.
Update: 2/21/25
Before: The Corporate Transparency Act (“CTA”) requires Reporting Companies, such as LLCs and corporations, to report to FinCen. There was a nationwide stay on reporting a/k/a BOI (“Beneficial Ownership Information”) reports.
Now: Most Reporting Companies have until March 21, 2025, to file reports. This deadline includes initial, updated, or corrected reports.
Be Ready: Have your information ready. Remain vigilant and closely follow developments. There are bills in the House and Senate that would move the reporting deadlines back to January 1, 2026, for companies created before 2024. While our legal system is unpredictable right now, it is still possible that another court could issue another nationwide injunction. FinCen is also assessing options to further extend deadlines and to change the filing requirements during these next 30 days. If your business reports early, then you may be under a timed obligation to correct/update the initial filing if reporting requirements change. Your timed obligation to update/correct does not run until you make the initial filing.
There also are some exceptions to the March 21 deadline. Click here to read the full Notice from FinCen. [FinCen BOI Notice Deadline]
Clients of Dodge Legal Group SPC: If we helped you form your company with an effective date of 2024 or 2025, we’ll contact you to help you with your reporting.
Update: 12/27/2024
NO REPORTING REQUIRED as of December 27, 2024. The Fifth Circuit Court of Appeals is not requiring reporting under the Corporate Transparency Act as of December 27, 2024. That means any information regarding reporting prior to December 27, 2024, is now moot. The injunction or “block” remains in effect.
The Fifth Circuit has set a briefing schedule for February 2025. Unless the parties file their briefs early, there might not be another ruling until the Spring. This means if you own or control a Reporting Company, you do not need to do anything right now.
Update: 12/24/2024
Key Update: Reporting Requirements Reinstated
The Fifth Circuit Court of Appeals has essentially ruled that the REPORTING REQUIREMENTS ARE NOW REQUIRED under the Corporate Transparency Act (“CTA”).
The CTA required all Reporting Companies (mostly LLCs and corporations) to report personal information of Beneficial Owners and persons with substantial control of a Reporting Company into a database known as FinCen. Extended deadline reporting requirements are as follows:
- Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
- Reporting companies created or registered in the United States on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN.
- Reporting companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
- Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
You may voluntarily file FOR FREE. There are many companies that look “official,” but are not a government agency, and are charging a fee. If you are DIY filing, you should not be paying a fee. Click here to file: https://fincen.gov/boi
In our continuing saga of cases regarding the Corporate Transparency Act (“CTA”), a federal district court, in the Texas Top Cop Shop, Inc. v. Garland, issued a nationwide injunction or “block” on reporting requirements under the CTA earlier this month.
The Justice Department filed an appeal early and requested the district court to lift the injunction in its entirety or, at the least, to have the injunction only apply to the plaintiffs in the case while the appeal is pending. The DOJ argued that the ruling is causing widespread confusion as to whether business owners have to file or not. The DOJ also argued that the injunction also would severely harm “U.S. anti-corruption efforts—and, ultimately, the U.S. financial system as a whole.” The district court denied the DOJ’s request.
The DOJ also filed an emergency motion asking the Fifth Circuit to require reporting while the appeal was pending. The Fifth Circuit granted the DOJ’s request and now reporting is required again.
There is another case that found this law unconstitutional that is also on appeal. No ruling on this case yet.
What is BOI E-Filing? & Does Your Texas Social Enterprise Need to Comply with BOI E-Filing?
If you’re operating a social enterprise in Texas, you’re probably aware of the various regulatory requirements you need to meet to remain compliant and credible in your mission. As of recent federal changes, Beneficial Ownership Information (BOI) e-filing requirements under the Corporate Transparency Act (CTA) are now part of these essential obligations. Here’s what social enterprises in Texas need to know about BOI e-filing and its impact following recent legal developments.
BOI, or Beneficial Ownership Information, e-filing is a reporting requirement established by the Financial Crimes Enforcement Network (FinCEN) to improve transparency in business ownership. Under BOI regulations, most U.S.-based business entities—including many structured as social enterprises—must now disclose information about individuals who own or control them. The purpose of BOI reporting is to prevent illicit activities like money laundering and fraud by making business ownership structures more transparent.
Tish Dodge, Founder
StartUp Greater Good, PBC
Working with Social Impact Businesses to Make the World a Better Place
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