Beneficial Ownership Information Report (BOIR) Requirements Restarted By Court Decision

Filing Deadline for Covered Businesses Extended to January 13, 2025

In a rather unexpected reversal, yesterday the U.S. Court of Appeals for the Fifth Circuit issued a decision that overturned an earlier nationwide injunction (pause) for Beneficial Ownership Information Reports (BOIR) to the Financial Crimes Enforcement Network (FinCEN), an agency under the U.S. Treasury Department. The BOIR requirements were set out in earlier approved legislation, intended to target money laundering and other illegal business activity. As a result of yesterday’s ruling, registrations with FinCEN are now required for companies, partnerships, S. Corps and LLCs that meet the following metrics:

• Fewer than 20 employees
• $5 million or less in annual U.S. revenue
• Do not have a physical, operating office in the US

Larger Company Exemption

Companies meeting all of the above requirements are exempt from filing with FinCEN. The Financial Crimes Enforcement Network (FinCEN) has created a detailed FAQ section if you remain uncertain about the need for your company to file. You may click here to begin the registration process. 

Registration information includes your entity’s full legal name, business address (P.O. boxes not acceptable), state where your company was formed, taxpayer ID information, business owner(s) name(s), DOB(s), home address, along with photocopies of identity documents as applicable. Beneficial owners are considered those individuals with substantial control or who own or control 25% or more of the reporting company, directly or indirectly. 

The registration deadline has been extended by FinCEN to January 13th, 2025, per the below message on their website:

“In light of a December 23, 2024, federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have extended the reporting deadline 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.)“

IAM will continue to follow the court processes, any action in the new Congress on this requirement, and will update members with additional information as it comes in. While there is litigation still pending on the BOIR, it is unclear whether any new decisions will be made prior to the January 13th deadline.

If you have questions on the BOI requirements in the interim, please reach out to Bryan Vickers, with IAM’s Legislative and Regulatory team, bvickers@pacellp.com, 703-403-2882.