BOI Reporting Paused Nationwide

On December 3, 2024, a federal court temporarily blocked enforcement of the Corporate Transparency Act (CTA), which requires most U.S. businesses to file Beneficial Ownership Information (BOI) reports. For now, businesses do not need to file, but this could change quickly. The Department of Justice (DOJ) is appealing against the decision, and the Fifth Circuit Court of Appeals is expected to rule by December 20^th. If enforcement is reinstated, businesses will face the January 1, 2025, deadline with little time to act. Taking proactive steps will help businesses stay ready and avoid last-minute challenges. To help clients, prospects, and others, Wilson Lewis has summarized the key details below.

Timeline of Events

• December 3, 2024 – Court Ruling – In Texas Top Cop Shop, Inc. v. Garland, the U.S. District Court for the Eastern District of Texas ruled the CTA unconstitutional, citing concerns over privacy rights and the burden on small businesses. A nationwide injunction paused BOI reporting requirements.
• December 5, 2024 – DOJ Response – The Department of Justice (DOJ) requested a stay of the court’s decision to immediately reinstate reporting requirements. The request was denied, keeping the nationwide pause in place.
• December 13, 2024 – Emergency Motion Filed – The DOJ escalated the issue to the Fifth Circuit Court of Appeals, arguing that the CTA is critical for preventing money laundering, terrorism financing, and other financial crimes.
• December 20, 2024 (Expected) – Fifth Circuit Decision – The Fifth Circuit will decide whether to uphold, limit, or lift the injunction. If the injunction is lifted, most businesses will need to file their initial BOI reports by January 1, 2025.

Understanding BOI Reporting: Requirements and Risks

The Corporate Transparency Act (CTA) requires most U.S. businesses, including corporations, LLCs, and similar entities, to report information about beneficial owners — individuals who either own 25% or more of the business or exercise substantial control over its operations. Businesses must submit the full legal name, date of birth, residential address, and a government-issued ID number (e.g., passport or driver’s license) for each beneficial owner.

Certain entities, including publicly traded companies, nonprofits, and large operating companies meeting specific employee and revenue thresholds, are exempt. Reports must be filed through FinCEN’s secure e-filing system, and businesses are required to update the filings within 30 days of any changes to beneficial ownership.

Businesses that fail to comply with BOI reporting requirements face steep penalties. Civil fines can reach up to $591 per day for noncompliance, while criminal penalties include fines of up to $10,000 and imprisonment for up to two years. For businesses with multiple entities, separate reports must be filed for each one to avoid penalties.

Next Steps for Businesses

As of December 1, 2024, only 9.5 million BOI reports had been filed — just 30% of the estimated 32 million reporting companies. To avoid penalties and last-minute scrambling if reporting requirements are reinstated, businesses will want to take the following steps:

• Identify Beneficial Owners: Review ownership and leadership structures to identify individuals meeting ownership criteria.
• Collect Required Information: Gather the necessary details for each beneficial owner.
• Draft BOI Reports: Prepare reports in advance and organize them for quick submission if the requirements are reinstated.
• Consult Professionals: Work with legal and accounting professionals to confirm reporting readiness, ensure accuracy, and address any uncertainties regarding exemptions or compliance processes.

Contact Us

The legal status of BOI reporting remains uncertain, but businesses should not assume the pause is permanent. A ruling from the Fifth Circuit Court of Appeals could reinstate BOI requirements before the end of the year. If you have questions about the information outlined above or need assistance with another tax or accounting issue, Wilson Lewis can help. For additional information call 770-476-1104 or click here to contact us. We look forward to speaking with you soon.