The BOI filing is no longer required

If your company hasn’t filed its BOI report yet, you don’t have to anymore—at least for now.

Wait, what? What is the BOI report?

BOI stands for “Beneficial Ownership Information”, and it’s a report that essentially says “This is the list of all of the people that own or run my company". Congress passed a law called the Corporate Transparency Act that requires the Treasury Department to collect this, in an effort to crack down on money laundering, fraud, etc. Specifically, this is done by a government agency called the Financial Crimes Enforcement Network, or FinCEN. There are fairly serious penalties for not completing the BOI report, and it’s due on January 1, 2025 for most companies.

Why do I no longer have to do it?

A judge in Texas issued an injunction against its enforcement nationwide, meaning that you no longer have to do it.

Why? The report involves telling the federal government exactly who owns your company—something you didn’t previously have to do. The judge’s reasoning was: Congress isn’t actually allowed to force you to tell the federal government who owns your company. (That’s a decision that should be left up to the individual states.)

Some quotes from the opinion:

“The fact that a company is a company does not knight Congress with some supreme power to regulate them in all aspects”, and

“For good reason, Plaintiffs fear this flanking, quasi-Orwellian statute and its implications on our dual system of government.”

Is it gone forever or could it come back?

It’ll presumably work its way through the courts, so, in theory, it could come back. My guess (and I have no inside information here) is that it’s unlikely to return. It’s well-intentioned but also quite tedious and a burden for almost all business owners out there, so it hasn’t been very popular. It has also faced a bunch of challenges since it was first passed in 2021, so this isn’t its first bump in the road.

Should I do the filing now just in case?

I wouldn’t, only because it’ll take up your time. There are (in theory) steep fines for the filing being late, but since this is no longer enforceable, I wouldn’t worry about them.

What if I’ve already filed it?

No worries—no other action is required on your side.

What should I do if it comes back?

We'll file your initial BOI report for you for free here, or you can consult our DIY guide.

Can you succinctly express what’s happening here using the lyrics of an iconic 2002 song?

Yes, thank you for this extremely-not-planted question.

It was a FinCEN BOI

She said: See you later, BOI

It was an overreach, FinCEN

Will it come back someday?

Maybe but not today

And no one is really quite sure when

Is this real?

Yes, some links:

• The section labeled "Alert: Impact of Ongoing Litigation – Deadline Stay – Voluntary Submission Only" on FinCEN's official page
• Bloomberg
• Foley & Lardner
• Fenwick