BOI Reporting Back in Effect – Latest Developments with the Corporate Transparency Act

We wanted to provide you with recent updates on the Corporate Transparency Act (“CTA”).  Under the CTA, FinCEN (the “Financial Crimes Enforcement Network of the U.S. Treasury”) is required to develop a nationwide database of private company “beneficial owners.” The CTA requires most small companies in the U.S. to file beneficial ownership information (“BOI”) reports with FinCEN.

Update

As you may recall, there have been two nationwide injunctions against the CTA. During that time, it was not necessary for companies to file a BOI report. On February 18, 2025, a District Judge in Texas lifted the last injunction, reinstating the reporting requirements.

FinCEN released an alert revising the reporting requirements. For most companies, the new deadline to file a BOI report is now March 21, 2025.

There have been many complaints about the regulatory burden that this reporting has placed on businesses. During the 30-day period, FinCEN will assess options to possibly further modify deadlines and attempt to focus on entities that pose the most risk to national security. Going forward, FinCEN will also initiate a process to revise the BOI reporting rules to reduce the burdens on low-risk entities and small businesses.

Proposed Changes: Senate Version (SB 15)

The Senate’s version offers alternative adjustments:

• Accrual Method: Retains the one-hour-per-30-hours-worked model, capped at 72 hours annually, with carryover limited to 72 hours. Also permits frontloading 72 hours as an alternative.
• Employee Exemptions: Does not exempt independent contractors, remote workers, seasonal workers, or part-time workers.
• Carryover and Payout: Requires carryover of up to 288 hours, with an optional payout for unused time (up to 144 hours) before year-end.
• Private Right of Action: Removes the private right of action, preventing employees from directly suing employers for violations.

Does this mean you have to file a BOI report?

Technically, yes. The BOI reporting requirements are back in effect. However, there are still several other legal challenges to the CTA, including cases in Michigan. There is a high possibility that these legal challenges could result in further injunctions and that FinCEN will continue to adjust deadlines.

What Should I Do?

There are two main options at this time:

1. File your BOI report at this time.
2. Prepare your BOI report, but wait until the March 21 deadline gets closer to file.

This situation continues to develop. Please let us know immediately if you need our assistance with preparing and filing the BOI report.