BOI is Dead

03/22/2025

It Looks Like the BOI Saga is Finally Over

Yesterday, on March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) issued an interim final rule removing the requirement for U.S. companies and U.S. persons to report Beneficial Ownership Information (BOI) under the Corporate Transparency Act (CTA).

This move officially eliminates a key provision in the CTA that had caused confusion, frustration, and concern among small business owners and accountants alike—especially given the threat of civil penalties of up to $500 per day for noncompliance.

A Quick Recap of the BOI Rollercoaster

January 1, 2024 (BOI ON!):

The Corporate Transparency Act officially took effect. Companies created or registered in the U.S. after this date were required to report BOI to FinCEN within 90 days of formation. Companies formed before 2024 had until January 1, 2025, to comply.

March 1, 2024:

A federal court in the Northern District of Alabama ruled the CTA unconstitutional in National Small Business United v. Yellen, but the ruling initially applies only to the plaintiffs in the case (members of NSBA and one specific business owner).

Throughout 2024:

The business community scrambles to understand and implement the new rules. FinCEN issues FAQs, guidance documents, and webinars to clarify the requirements. Accountants, attorneys, and advisors find themselves answering more questions than they get paid for. Accountants in particular struggle to understand whether assisting with a BOI report would cross into the realm of legal advice, especially since the forms ask for information like ownership structure, control, and legal entities—areas typically reserved for attorneys.

Some professional associations even recommended that CPAs refer clients to legal counsel, while others took a more pragmatic approach, offering help cautiously. In the end, this left many small business owners caught in the middle—unsure who to turn to, and unsure who to trust.

December 3, 2024 (BOI OFF!):

A federal district court judge in the Eastern District of Texas issued a nationwide preliminary injunction halting enforcement of the CTA in Texas Top Cop Shop, Inc. v. Garland.

December 5, 2024:

The government filed a notice of appeal of the December 3 injunction.

December 23, 2024 (BOI ON AGAIN!):

The Fifth Circuit Court of Appeals approved the government's emergency motion to stay the injunction, effectively reinstating CTA enforcement, particularly the January 1, 2025, reporting deadline for reporting companies formed prior to 2024.

Following this decision, FinCEN issued a notice extending the BOI reporting deadline from January 1, 2025, to January 13, 2025, for these reporting companies.

December 26, 2024 (BOI OFF AGAIN!):

A different panel of the Fifth Circuit Court of Appeals vacated the stay issued just days earlier, thereby reinstating the nationwide injunction.

January 7, 2025:

A separate case prompted the issuance of another nationwide injunction against the CTA in Smith v. U.S. Department of the Treasury.

January 23, 2025:

The Supreme Court granted the government's motion to stay the injunction in Texas Top Cop Shop, Inc. v. McHenry (formerly Texas Top Cop Shop v. Garland), allowing CTA enforcement to resume in that case. However, the January 7 injunction from the Smith case remained in place, so BOI reporting was still effectively paused.

February 17, 2025 (BOI ON AGAIN!):

The federal court that had issued the nationwide injunction in Smith v. U.S. Department of the Treasury granted the government's motion to stay the January 7 injunction. With both injunctions now stayed, CTA enforcement was cleared to resume.

February 18, 2025:

FinCEN issued a notice giving affected entities until March 21, 2025 to file their BOI report.

February 27, 2025 (BOI STILL ON, BUT WITHOUT FINES OR PENALTIES):

FinCEN announced that it would not issue any fines or penalties or take any other enforcement action against any companies that failed to file BOI reports by the deadline.

March 2, 2025:

The Treasury Department announced it would suspend enforcement of the CTA against U.S. Citizens and Domestic Reporting Companies.

"This is a victory for common sense," said U.S. Secretary of the Treasury Scott Bessent. "Today's action is part of President Trump's bold agenda to unleash American prosperity by reining in burdensome regulations, in particular for small businesses that are the backbone of the American economy."

March 21, 2025 (BOI OFF!):

FinCEN published an interim final rule stating that U.S. persons that form or register entities, and the entities they form or register, will no longer be required to report beneficial ownership information under the CTA.

For more details, read the official FinCEN announcement.

U.S. Companies and U.S. Persons are now off the hook.

However, foreign companies still have obligations:

If a foreign entity was registered to do business in the U.S. before March 21, 2025, it has 30 days from that date to file an initial BOI report.

If a foreign entity is registered on or after March 21, 2025, it has 30 calendar days from the effective registration date to file.

So... Is BOI Really Dead, Forever?

Not necessarily. This is an interim final rule, which means it could be adjusted again depending on court rulings, Congressional action, or administrative changes. The broader legal challenge to the CTA is still moving through the courts.

What's clear, though, is that FinCEN has acknowledged the confusion and backlash—and for now, is backing off enforcement for U.S. companies.

What Should You Do Now?

If you're a U.S. company and haven't filed a BOI report yet: You don't need to.
If you already filed: There's no need to amend or withdraw it at this time, but keep an eye on future updates.
If you're a foreign entity doing business in the U.S.: You may still have BOI reporting responsibilities.

Final Thoughts

This kind of regulatory back-and-forth isn't just annoying—it can be costly. Business owners who scrambled to meet the CTA requirements in 2024 are now left wondering if their time and money were wasted.

That's why it's important to have a trusted advisor who follows this stuff for you and helps you focus on what actually matters.

Want help staying ahead of the chaos? Reach out.

We'll make sure you're informed—without overreacting to every headline.

Disclaimer: I'm not a lawyer, and this isn't legal advice. I've done my best to summarize the chaos around BOI reporting and the CTA accurately, but the rules have changed so many times (and may change again) that there could be errors or outdated info in this timeline. If you're unsure how this applies to you, talk to a qualified attorney.