Be Ready to File Your BOI Reports

It has been a tumultuous few months for many small businesses. The Financial Crimes Enforcement Network (FinCEN) initially set a January 1, 2025, deadline for certain small business entities to file their Beneficial Ownership Interest (BOI) report. After many weeks of court proceedings, the new deadline to file these reports is March 21, 2025.   

Why is BOI Filing Required?  

BOI reporting is required by the Corporate Transparency Act (CTA) of 2021, which has survived legal challenges to its constitutionality, starting on December 3, 2024, when a Texas federal district court issued a national injunction preventing the Department of Justice (DOJ) from enforcing the BOI mandate.  

As of today, most small business entities must file a BOI report no later than March 21, 2025. This includes but is not limited to organizations such as:  

• Corporations  
• Limited partnerships  
• Limited liability companies   

Companies that have waited to file until the conclusion of court action have a little over three weeks to make their BOI filing or risk civil and criminal fines and penalties.  

The History of the BOI Mandate  

The BOI mandate has a long, complex history. The Corporate Transparency Act (CTA) passed in 2021 aimed to identify a company’s true owners by cracking down on anonymous shell companies to prevent money laundering, terrorism, and other financial crimes.  

The Department of Justice (DOJ) initially created a January 1, 2024, reporting deadline. However, the DOJ realized that the public was generally unaware of the filing requirement. As a result, the filing deadline was moved to January 1, 2025.  

Appeals and Federal Court Decisions  

Following the Texas federal district court injunction on December 3, 2024, the Department of Treasury appealed to the Federal Appeals Court on December 5, 2024. On December 23, 2024, an Appeals Court panel, without ruling on the constitutionality of the reporting requirement, struck down the injunction and reinstated a new deadline for filing. On December 26, 2024, a separate Appeals Court panel reversed the Court’s position and reinstated the injunction, again prohibiting the DOJ from enforcing the filing requirement.  

The DOJ filed an emergency application with the Supreme Court on December 31, 2024, asking that the injunction be lifted. The plaintiffs asked the Court to reject the DOJ’s request. On January 23, 2025, the Supreme Court lifted the injunction without making a decision on the case itself.  

The Most Recent Rulings  

Prior to the Supreme Court’s involvement, another case decided by a separate federal district court in Texas issued a decision on January 7, 2025. The decision also stated that the CTA may be unconstitutional and applied a national injunction, again prohibiting enforcement of the CTA and the BOI reporting rule. However, on February 18, 2025, the same Court lifted the injunction, clearing the way to enforce the BOI provision of the CTA.  

Time is of the Essence  

In light of the above information, small business entities must get their BOI reports filed as quickly as possible.   

The BOI Filing Process  

If you require assistance with your BOI filing, you first need to contact a CPA firm like Maner Costerisan so that we can send you engagement and representation letters for signature.    

After we receive the signed letters back from you, we will send you an information request. This request helps us gather all of the information required for the filing, from which we will complete the BOI submission(s) and provide you with a date-stamped copy for each entity submitted.    

Let the Experts at Maner File Your BOI Report  

If you need assistance with BOI filing(s), it is crucial to do so as soon as possible. Like many firms, Maner is operating under a very tight compliance timeline. If we do not hear from you by the end of February, we may not have the resources to submit your filing in a timely manner.  

Please email maner@manercpa.com or call us at 517.323.7500 if you have questions or concerns. Our team of tax professionals is here to help you understand BOI filing requirements and avoid penalties.