New BOI Rules: Businesses Are Once Again Required to File

Beneficial Ownership Reporting Changes Again, Causing Confusion for Small Businesses

Shifting Deadlines and Uncertainty in Beneficial Ownership Reporting

The rules for beneficial ownership information (BOI) reporting have changed repeatedly. Small-business owners are struggling to keep up with these shifting requirements. The latest change happened on February 17, 2025, when a Texas federal court lifted a pause on the Corporate Transparency Act (CTA). This decision means that small businesses must once again file BOI reports.

Federal Court Lifts Injunction, Bringing BOI Reporting Back

For months, business owners have faced uncertainty about BOI reporting. The Smith v. Treasury Department case led to a temporary halt in reporting. However, the court recently overturned that pause.

Now, the Financial Crimes Enforcement Network (FinCEN) has set a new filing deadline of March 21, 2025. This deadline could still change. FinCEN has stated it will provide updates before March 21 if any modifications are made.

The constant legal back-and-forth has left business owners confused. Previously, another case, Texas Top Cop Shop, resulted in a nationwide pause on BOI reporting. That decision was later overturned. Then, another court ruling reinstated the pause once again. Oral arguments for the appeal in the Texas Top Cop Shop case are set for April 1, 2025. This means that additional changes could come after the current deadline.

FinCEN Considers Modifications to BOI Reporting

FinCEN has acknowledged concerns about the burden BOI reporting places on small businesses. The agency is considering changes that could make compliance easier for low-risk entities. However, FinCEN has not yet defined what qualifies as a low-risk entity. This leaves many businesses uncertain about their obligations.

Companies that received later filing deadlines, such as those granted disaster relief extensions, do not have to follow the March 21 deadline. They should adhere to their original due dates. Businesses required to file can do so at BOIefiling.FinCEN.gov.

Congressional Efforts to Provide Relief

As legal battles continue, lawmakers are trying to clarify BOI reporting requirements. Two bills in Congress could impact reporting rules:

1. HR736 – Protect Small Business from Excessive Paperwork Act: This bill passed the House on February 10, 2025. If enacted, it would extend the reporting deadline to January 1, 2026. The bill has bipartisan support and is now under Senate review.
2. Repealing Big Brother Overreach Act: Introduced by Sen. Tommy Tuberville (R-Ala.) and Rep. Warren Davidson (R-Ohio), this bill seeks to eliminate BOI reporting requirements entirely. Unlike HR736, this bill does not have bipartisan support. It has stalled in committee.

What Small Businesses Need to Know Regarding BOI

For now, small businesses with fewer than 20 employees and that are incorporated must file BOI reports. Sole proprietorships and partnerships that are not incorporated are exempt.

OOIDA is warning business owners to watch out for scams. Some websites charge unnecessary fees for BOI filing. The report can be filed for free at FinCEN.gov/boi.

The BOI reporting landscape is still evolving. Small businesses should stay informed as legal rulings and legislative actions continue. With multiple changes possible in the coming weeks, compliance remains an ongoing challenge.