The implementation of the Corporate Transparency Act (CTA), which mandates businesses to report beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), has been nothing short of confusing. 

The CTA was enacted in January of 2021. Beneficial ownership information reporting requirements were announced in September of 2022. The majority of businesses in existence prior to January 1, 2024 had until the end of the year to satisfy their BOI requirements. 

By November 2024 it was known anecdotally throughout the industry that merely a third of eligible U.S.-based businesses had completed BOI requirements. 

Then, in December 2024, a federal judge in Texas issued a nationwide injunction, halting the enforcement of the CTA due to constitutional concerns. The U.S. Court of Appeals for the Fifth Circuit upheld this injunction, leading FinCEN to announce that reporting companies were not required to file beneficial ownership information during this period. 

On January 23, 2025, the U.S. Supreme Court lifted the injunction, allowing the CTA’s enforcement to proceed. However, due to ongoing legal proceedings, FinCEN has stated that reporting companies are currently not required to submit beneficial ownership information and are not subject to liability for non-compliance while the order remains in effect. At present, companies may choose to voluntarily submit their reports during this time. 

Understandably, this timeline of events has created uncertainty regarding BOI compliance deadlines and requirements. (We’ve fielded plenty of calls!) Broadly, we are encouraging clients to subscribe to FinCEN updates and keep an eye out for emails from Incserv with BOI news and updates. 

Stay tuned!