Beneficial Ownership Information Reporting

RESOURCES & NEWS

Those assisting clients with BOI report filings are advised to gather the required information and be prepared to file the BOI report if the present injunction is lifted again. (Jan. 6, 2025).

The Latest

On Jan. 3, 2025, U.S. Supreme Court Justice Samuel Alito set a deadline of Jan. 10, 2025, for the plaintiffs in Texas Top Cop Shop to respond to the government’s motion for a stay (see below).

The U.S. Department of Justice filed an emergency writ asking the U.S. Supreme Court to suspend the nationwide preliminary injunction holding the Corporate Transparency Act (“CTA”) unconstitutional and to allow enforcement of the act and its Beneficial Ownership Information filings until the final resolution of the case. (Jan. 1, 2025)

Appeals Court Reinstates Injunction: On Thursday, Dec. 26, a federal appeals court reinstated a nationwide injunction halting enforcement of BOI reporting requirements, reversing an order the same court issued earlier in the same week. Those assisting clients with BOI filings are still advised to gather information required from clients and be prepared to file in case the injunction is lifted again.

BOI Reporting Deadline Update as of 12/23/25
For those with an initial deadline of January 1, 2025, the deadline has now been extended to January 13, 2025. Additional details as follows:

For Companies Created or Registered Before January 1, 2024:
- Filing Deadline: January 13, 2025 (extended from January 1, 2025).
For Companies Created or Registered Between September 4, 2024, and December 23, 2024:
- If the Original Filing Deadline Was Between December 3, 2024, and December 23, 2024:
  - New Deadline: January 13, 2025.
- If Created or Registered Between December 3, 2024, and December 23, 2024:
  - Additional Time: 21 days from the original filing deadline.
For Companies Qualifying for Disaster Relief
- Extended Deadlines: May apply beyond January 13, 2025; follow the later applicable deadline.
For Companies Created or Registered On or After January 1, 2025:
- Filing Deadline: Within 30 days of receiving actual or public notice of creation or registration effectiveness.

Update on Government Shutdown Avoidance and BOI Reporting: On Friday, December 20, the House passed a streamlined "Plan C" Continuing Resolution (CR) to avert a government shutdown. The measure now moves to the Senate for a vote. While this CR excluded the anticipated one-year delay in Beneficial Ownership Information (BOI) reporting, the existing court injunction remains in place. Members are advised to prepare but hold off on filing BOI reports. Advocacy efforts will continue in the new year to secure a delay, with AICPA already engaging FinCEN on this issue. Thank you for your ongoing support and commitment to this important matter.

FinCEN News Alert regarding impact of ongoing litigation: “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. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.” - Read more under "Alerts"
On December 6, FinCEN informed companies with system-to-system Application Programming Interface (API) access to transmit beneficial ownership information reports (BOIRs) to FinCEN that all API access to submit such reports was being suspended. FinCEN will be back in touch with these API providers with further guidance.
(Dec. 6, 2024) The U.S. Department of Justice filed a formal notice of appeal to the U.S. Fifth Circuit Court, seeking a stay of the injunction and challenging the injunction that prevents Financial Crimes Enforcement Network, U.S. Treasury from enforcing the BOI reporting nationwide. The court could act in various ways. It could narrow the scope of the injunction to the named plaintiffs or stay the entire injunction allowing FinCEN to enforce the BOI reporting. All this could happen prior to the January 1, 2025 deadline.

The American Institute of Certified Public Accountants (AICPA) continues to advise members that at a minimum those assisting clients with BOI report filings gather the required information from the clients and are prepared to file the BOI report if the injunction is lifted.
Court Halts BOI Reporting; AICPA Urges Preparedness (12-5-24)
CPA Societies Urge Treasury to Suspend BOI Reporting Rule (12-4-24)
TXCPA Exchange Discussion: BOI Discussion
Court Temporarily Blocks Corporate Transparency Act | Also see: Court Opinion and Order (12-3-24)
BOI: Businesses cite procrastination, lack of clarity for not filing (12-3-24)
AICPA Requests One-Year Delay BOI Delay (11-11-24): | Read a summary | Read the letter
TXCPA Exchange Discussion: BOI and Unauthorized Practice of Law (10-29-24)

SEARCH BOI CPE

Beneficial Ownership Information Reporting Website
Financial Crimes Enforcement Network (FinCEN)
BOI Report Filing Deadline: January 1, 2025
Penalties for Non-Compliance: Up to $500 per day

The U.S. Treasury's Financial Crimes Enforcement Network (FinCEN) is conducting systemic outreach to CPAs about the Corporate Transparency Act’s Beneficial Ownership Information reporting requirements. FinCEN officials met recently with TXCPA staff to learn more about our members’ needs and how we can work together to communicate about the new reporting requirements.

Beneficial Ownership Operations and Innovation Chief Phil Lam shared that as they approach the Jan. 1, 2025, BOI filing deadline, Texas currently has 400,000 filings of the potential 2.6 million reports. While that’s a great head start, FinCEN had hoped for a higher percentage of reporting by October.

FinCEN presented its focus of compliance in the first year versus enforcement; it is vitally important to generate awareness first and foremost.

As you would expect, with the introduction of a new taxpayer filing requirement, we also see unlawful opportunists. One such scheme offers innocent business owners, for $199, a FinCEN Form 4022 they can file themselves – FinCEN does not have a Form 4022 and there is no filing fee. Lam also mentioned fraudulent businesses that show association with FinCEN. Beware of these types of scams. FinCEN is in the process of accumulating and vetting names of legitimate BOI reporting services to share on its website.

TXCPA will continue to assist its members to make an informed opinion for themselves and to better serve their clients.

News and Information

BOI Basics
- Final Rule (11-8-23) | Use of FinCEN Identifiers for Reporting Beneficial Ownership Information of Entities
- U.S. Treasury: Access and Safeguards Final Rule (12-21-23)
- Frequently Asked Questions
- BOI Overview for the Layman (.PDF)
- Today's CPA: Corporate Transparency Act: An Update (7-1-24)
- Today's CPA: Corporate Transparency Act: Are You Prepared? (9-26-23)
- Business Ownership Information (BOI) Reporting and 2024 Engagement Letters
- See Small Entity Compliance Guide | Compliance Guide to Help Small Businesses Report Beneficial Ownership Information | (9-18-23)
- TXCPA Federal Tax Policy blog: Corporate Transparency Act – I don’t own anything, but my spouse does; should I be worried? (8-19-24)
News
- Court Halts BOI Reporting; AICPA Urges Preparedness (12-5-24)
- BOI: Businesses cite procrastination, lack of clarity for not filing (12-3-24)
- AICPA Requests One-Year Delay BOI Delay (11-11-24): | Read a summary | Read the letter
- FinCEN uses TV ad to tell businesses about BOI (8-12-24)
- BOI Requirements Proceed Despite Concerns (8-6-24)
- FinCEN estimates millions of hours will be spent seeking BOI access (7-22-24)
- Updated FAQs Provide Details on Phase-in Timing of BOI Access (4-19-24)
- AICPA: BOI Ruling Confuses Businesses; Enforcement should be Delayed (4-8-24)
- Decision Holding Corporate Transparency Act Unconstitutional Appealed (3-12-24)
- Federal Court Holds Corporate Transparency Act Unconstitutional (3-5-24)
- Plaintiffs: FinCEN should pause all CTA enforcement (3-5-24)
  The U.S. District Court for the Northern District of Alabama issued a ruling that raised concerns about the constitutionality of Business Ownership Interest (BOI) reporting. This development adds another layer of uncertainty to a requirement that has already been filled with confusion and complexity. TXCPA will provide updates as this issue develops.
- AICPA’s member insurer to cover BOI work for accounting firms (2-6-24)
- Warning: BOI Hazard (2-5-24)
- Community Property States BOI Challenges - FinCEN Report (1-29-24)
- BOI Reporting and Unauthorized Disclosure Penalties Increased (1-25-24)
Resources
- Warning: BOI Hazard (2-5-24)
- Community Property States BOI Challenges - FinCEN Report (1-29-24)
- BOI Reporting and Unauthorized Disclosure Penalties Increased (1-25-24)
- BOI Registry Now Accepting Reports (1-1-24)
- FinCEN Extends BOI Reports Deadline for Certain Companies (11-29-23)
- AICPA, others call for a one-year extension of BOI report deadline (10-31-23)
- TXCPA Federal Tax Policy Committee: Comment Letter (10-31-23)
- Federal Tax Policy Committee Comment to FinCEN on BOI Reporting Deadline (10-30-23)
- FinCEN continues outreach on BOI reporting (10-4-23)
- FinCEN Proposes BOI Reports Deadline Extension for Certain Companies (10-28-23)
- FinCEN Released BOI Guidance – Don’t be Confused About Accounting Firm Exemption (9-28-23)
- Most small accounting firms are subject to the Corporate Transparency Act’s BOI reporting rules | Wolters Kluwer (9-8-23)
ALERT: FinCEN is aware of fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act. The fraudulent correspondence may be titled "Important Compliance Notice" and asks the recipient to click on a URL or to scan a QR code. Those e-mails or letters are fraudulent. FinCEN does not send unsolicited requests. Please do not respond to these fraudulent messages or click on any links or scan any QR codes within them.
AICPA Resources
+ AICPA & CIMA Resources & Information
+ Insurance Program Risk Alert
+ Podcast - Traversing the beneficial ownership information reporting requirements (12-20-2023)
+ AICPA January 4 Town Hall (Update for practitioners, starting at 29:00 minute mark)
+ Oh BOI: The Corporate Transparency Act and CPA firms (1-1-24)
+ AICPA December 21 Town Hall - Overview of both ERC and BOI starts at 32:45 in the recording.