In light of a recent federal court order, reporting companies are not currently required to file Beneficial Ownership Information (BOI) with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit BOI reports.

Impact of the Injunction

The Corporate Transparency Act (CTA) plays a vital role in protecting the U.S. and international financial systems, as well as people across the country, from illicit finance threats like terrorist financing, drug trafficking, and money laundering.  The CTA levels the playing field for tens of millions of law-abiding small businesses across the United States and makes it harder for bad actors to exploit loopholes in order to gain an unfair advantage.

On Tuesday, December 3, 2024, a federal district court in Texas issued an order granting a nationwide preliminary injunction that: (1) enjoins the CTA, including enforcement of that statute and regulations implementing its beneficial ownership information reporting requirements, and, specifically, (2) stays all deadlines to comply with the CTA’s reporting requirements.

While this litigation is ongoing, FinCEN will comply with the order issued by the U.S. District Court for as long as it remains in effect. Therefore, reporting companies are not currently required to file their beneficial ownership information with FinCEN and will not be subject to liability if they fail to do so while the preliminary injunction remains in effect. Nevertheless, reporting companies may continue to voluntarily submit beneficial ownership information reports.

FINCEN DOES NOT REQUIRE A PAYMENT OF ANY KIND TO FILE THE BOI.

What Should Businesses Do Now?

When filing your BOI use https://www.fincen.gov/boi. This is the U.S. Government’s only method of capturing the requested information. You will not be charged any kind of fee or cost to file from this address.

Be on the lookout for anything that may indicate correspondence you receive is fraudulent. For example, be cautious of any of the following:

Correspondence requesting payment. There is NO fee to file BOI directly with FinCEN. FinCEN does NOT send correspondence requesting payment to file BOI. Do not send money in response to any mailing regarding filing your beneficial ownership information report that claims to be from FinCEN or another government agency.

Correspondence that asks the recipient to click on a suspicious URL or to scan a suspicious QR code. Those e-mails or letters could be fraudulent. Do not click any suspicious links or attachments or scan any suspicious QR codes.

Correspondence regarding penalties. FinCEN does NOT send initial correspondence regarding CTA penalties via e-mail or over the phone. Do not submit payments via phone, mail, or websites as requests/directions may be fraudulent.

Please be advised that the following statement that previously appeared at https://boir.org: “Boir.org (Beneficial Ownership Information Report) is an officially authorized service provider with the US Government or the Financial Crimes Enforcement Network (FinCEN)” was false.

Use caution when you receive correspondence from an unknown party. Verify the sender. Never give personal information, including regarding beneficial ownership to anyone unless you trust the other party.

Speak to a Business Attorney

We understand that legal uncertainty can be stressful, especially for small businesses owners and corporate leaders. Our Corporate team is here to help interpret these changes and their potential impact on your operations. Check back here for the latest developments or by contacting us today.