February 25, 2025
If you have any form of business in the United States you are now – once again – required to file that beneficial ownership information to the federal government…and if you haven’t done it already, you better get on it because you have less than a month to turn it in.
I know we went back and forth about this at the end of last year – but i told you then this wasn’t over – and just a few days ago – the courts issued a new order. I’m going to explain to you why this is happening, but first I want to explain who needs to file this, who doesn’t need to file it and why.
Ok– who has to file? If you have almost any type of business and you operate in the United States you have to file beneficial ownership information or BOI. How do you know if your business qualifies? According to the financial crimes enforcement network also known as FinCEN, if you had to file any type of paperwork with your secretary of state or similar government agency to create whatever business entity you have –even if it’s a non-profit — the answer is yes you have to file a BOI. If that is not clear enough for you there is a yes-no chart provided by FinCEN that might be helpful. There are a few exceptions of businesses that do not have to file – including tax exempt entities and inactive businesses – but only if you meet several criteria. If you were a member of the national small business association prior to March 1, 2024, you are also not required to file at this time.
According to this new notice from the federal government if your business qualifies, which most do – the deadline to file the BOI is march 21, 2025…so less than a month from today. There are some companies in certain states that get a little more time to file the BOI. If your business was impacted by hurricanes Milton, Helene, Debby, Beryl or Francine you do not have to file the BOI until April 23rd.
If you already filed, you don’t need to do it again. You only file the BOI once – unless you change anything with your business.
But for everyone else — why do you have to file this BOI? Back in 2021 both democrats and republicans passed the corporate transparency act. The law created this beneficial ownership information – or BOI requirement to help the us government track down people who are trying to hide or benefit from shell companies or other opaque ownership business structures. Boi information will include identifying information about the individuals who directly or indirectly own or control a company. So, how will you determine who that is? Well – for most small businesses it’ll be pretty obvious, but for bigger companies, FinCEN says the name included in the BOI will be the individual who either directly or indirectly exercises substantial control over the reporting company or who owns or controls at least 25% of the reporting company’s ownership interest. The reporting company will have to report the company’s legal name, any type of “doing business as” name or dba, current street address of principal place of business, the jurisdiction where the company was formed or registered, and its taxpayer identification number. Then you’ll also have to report the beneficial owner’s name, birthday, residential address and upload an image of your passport or driver’s license. The deadline for all businesses new and existing was supposed to be January 1 2025.
But that had been on hold because for more than a year – businesses across the country have been in the federal courts fighting this BOI requirement saying it’s unconstitutional, saying congress can not pass a law like this – and for a while – the courts were siding with those business owners and issuing nationwide injunctions while the cases played out.
But in late January the supreme court decided to stay—or pause – most of those injunctions. That means the justices acknowledge the cases are still ongoing but they don’t believe that pausing your requirement to file the BOI is necessary. One week ago, because of that supreme court ruling — the federal judge in Texas who initially ordered the nationwide injunction – lifted his order and that’s how we got back to the federal government requirement to file the BOI by next month.
Now – there is one new piece to this BOI reporting requirement that we haven’t seen before. And that is now – under the Trump administration which is all about cutting down on government regulations especially on business, the treasury department says it is now “assessing its options” and “intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many US small businesses.” Important to know – they aren’t saying you don’t have to file. They say you absolutely do have to file. And you have to file by march 21st. They’re just saying – they’re going to look into this and decide at some point this year whether this rule should be changed.
Read the notice from FinCEN here.
