Important Beneficial Ownership Reporting Requirements Update from FinCEN
Boi Oh Boi! Just When You Thought You Were Safe From Having To Submit Beneficial Ownership Information
This article is written by Aviva Gordon, Esquire, Legislative Committee Chair, Henderson Chamber of Commerce.
3/24/2025 Update:
Through all of the challenges associated with the filing of Beneficial Ownership Information (BOI), on March 21, 2025, the Financial Crimes Enforcement Network (FinCEN) has determined that the obligation for submission of BOI is limited to those companies formed under the law of a foreign country that have registered to do business in any U.S. State. Thus, the vast majority of those companies who were previously required to submit information no longer have any reporting requirements.
Please see the below link for more information:
2/20/2025 Update:
This blog has been updated to reflect the most recent court decision.
- FOLLOWING A FEBRUARY 18, 2025 DECISION BY THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS, THE BENEFICIAL OWNERSHIP INFORMATION REQUIREMENT IS NOW BACK IN EFFECT WITH A NEW DEADLINE OF MARCH 21, 2025. IF YOU HAVE NOT FILED, YOU MUST DO SO OR RISK CIVIL AND/OR CRIMINAL PENALTIES. WHILE THERE MAY BE ADDITIONAL MODIFICATIONS IN THE FUTURE, BASED UPON THE CURRENT LANDSCAPE, YOU MUST FILE ON OR BEFORE THE DEADLINE. THIS AFFECTS BUSINESSES THAT HAVE BEEN FORMED IN 2025 AS WELL AS IN THE PREVIOUS YEARS.
Please see the below link for more information.
FINCen Beneficial Ownership Information Notice
1/24/25 Update:
- UPDATE: THE MATTER IS PROCEEDING BEFORE THE US SUPREME COURT. CURRENTLY, FILING IS VOLUNTARY BUT THAT IS SUBJECT TO CHANGE.
WE WILL CONTINUE TO MONITOR THIS ISSUE AND WILL UPDATE MEMBERS AS WE LEARN MORE.
12/27/24 Update:
- UPDATE: ON DECEMBER 23, 2024 THE FIFTH COURT OF APPEALS REVERSED THE TEXAS COURT’S INJUNCTION CONCERNING THE REQUIRED FILING OF BENEFICIAL OWNERSHIP INFORMATION. ON DECEMBER 26, 2024 THE INJUNCTION WAS REINSTATED.
- BECAUSE THIS RULING IS CONSISTANTLY CHANGING, WE ENCOURAGE MEMBERS TO STILL FILE BY THE DEADLINE OF JANUARY 13, 2025.
12/23/24 Update:
- UPDATE: THE FIFTH COURT OF APPEALS HAS REVERSED THE TEXAS COURT’S INJUNCTION CONCERNING THE REQUIRED FILING OF BENEFICIAL OWNERSHIP INFORMATION.
- IF YOU HAVE NOT ALREADY SUBMITTED YOUR INFORMATION, YOU MUST DO SO BY JANUARY 13, 2025.
Background on the Corporate Transparency Act (CTA)
The CTA, which went into effect on January 1, 2024, mandates that most entities created or registered under state law in the United States disclose detailed information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). This requirement was intended to combat illicit activities such as money laundering and terrorism financing by increasing transparency in corporate ownership.
The Court's Decision
The case, Texas Top Cop Shop, Inc., et al. v. Garland, et al., challenged the constitutionality of the CTA. The lower court found that the CTA likely exceeds Congress's legislative powers and poses significant threats to constitutional rights. The court described the Act as "quasi-Orwellian" and expressed concerns that it could set a dangerous precedent for federal overreach.
On December 23, 2024, the Fifth Court of Appeals stayed the Texas court’s decision, compelling compliance with the filing requirements.
What's Next?
There may be more whiplash in the coming days on this issue. We will do all that we can to provide you with timely updates.
The Henderson Chamber of Commerce is committed to keeping our membership informed, ensuring they are up to date with the latest requirements, and providing support in navigating this regulatory landscape. Trust that we will keep abreast of any developments and promptly communicate pertinent information to our valued members.
