Last week, the Financial Crimes Enforcement Network (FinCEN) issued a notice that the Beneficial Ownership Information (BOI) filing requirement has gone back into effect. The deadline to report for most companies is now March 21, 2025.
On February 27, 2025, FinCEN announced that temporarily it will not issue fines or penalties or take enforcement actions against companies based on a failure to file or update BOI reports, pending new guidance that will be issued prior to March 21, 2025. FinCEN stated that a new final rule will be issued that extends reporting guidelines and additional clarity. See: https://fincen.gov/news/news-releases/fincen-not-issuing-fines-or-penalties-connection-beneficial-ownership
Thus, while penalties and fines are temporarily paused, we recommend completing this requirement to avoid issues in the future. It appears that a time will come in the near future when fines and penalties will be in effect.
If you own an existing business, the current deadline to file a disclosure of ownership form with FinCEN is March 21st. In addition, all new businesses formed must file the same form with FinCEN within 30 days after formation. Finally, all businesses will be required to report any change of ownership within 30 days after such change.
There are 23 types of entities that are exempt from the BOI reporting requirements, some examples include banks, credit unions, insurance companies, and accounting firms. Please see the FinCEN “Small Entity Compliance Guide” (https://fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf) for the full list of exemptions and unique criteria for each exemption.
The penalties have been as follows:
- Civil penalties of up to $500 each day or criminal penalties including imprisonment of up to two years and/or a fine of up to $10,000 for the willful failure to report complete or updated BOI information to FinCEN or providing false BOI information.
- Senior officers of an entity that fails to comply with the BOI requirements may be held accountable for the failure to report.
- A person may be subject to civil and/or criminal penalties for the willful act of causing a company not to file a BOI report or the reporting of incomplete or false BOI information.
It is unclear if these penalties will be reinstated the same or if they will be altered with the new guidance.
If you would like us to complete this filing for your business, please email Melissa at melissa@demolaw.com. If we do not complete the filing for you, you will need to do it yourself in accordance with these new regulations.
If you would like to complete the filing on your own, you may do so here: BOI E-FILING
You can find more information on the attached FinCEN Notice: FinCEN Notice, FIN-2025-CTA1, 2/18/2025.
We will provide an additional update when FinCEN releases updated guidance and clarity.
