BOI Filing – The Final Rule

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This forum has been providing periodic reporting on the Corporate Transparency
Act, a federal law requiring certain companies to file their Beneficial Ownership Information to the Financial Crimes Enforcement Network (or “FinCEN”). The most recent update indicated that businesses had until the third week in March to file. This has changed.

In early March, the U.S. Department of the Treasury, through FinCEN, announced that it is going to issue an interim final rule requiring only foreign companies to file Beneficial Ownership Information with FinCEN. More specifically, only those entities that are formed under the law of a foreign country and have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office, are now required to file their beneficial ownership information. Foreign companies meeting this definition may still avoid filing their beneficial ownership information if they qualify for under exemptions under the Act.

On March 26, 2025, the U.S. Department of the Treasury published the interim final rule confirming that all entities formed in the United States are now exempt from the filing requirement. The interim final rule took effect immediately. FinCEN is currently accepting comments and intends to finalize the rule within the 2025 calendar year.

Here is a link to the final interim rule: https://www.federalregister.gov/documents/2025/03/26/2025-05199/beneficial-ownership-information-reporting-requirement-revision-and-deadline-extension

Stay tuned.

Court Decisions Impact Overtime and BOI Filings

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In April of 2024, we reported on a finalized Department of Labor rule expanding overtime protections under the Fair Labor Standards Act.  Specifically, the rule updated the salary requirement of the overtime exemption test so that employee making an annual salary of $58,656.00 would be automatically eligible for overtime pay any time they worked more than 40 hours a week.  Previously, the maximum salary threshold was $35,568.00.

The rule was scheduled to go into effect on January 1, 2025.  In the meantime, employers were advised to review their employee salaries and consider making changes in advance of the rule change to ensure compliance.

In November 15, 2024, a US District Court for the Eastern District of Texas decision invalidated the Department of Labor’s final rule.  This means that the old salary threshold remains in effect.  The Department of Labor has the ability to appeal the ruling, but it remains to be seen whether the Department will pursue such a challenge under the new presidential administration.

At this time, employers who had not yet made any salary changes no longer need to do so.  Employers who did make changes are able to legally reverse course on those changes on a prospective basis.  The potential negative impact on employee morale and the possibility of a successful appeal of the District Court’s decision, however, weigh against the wisdom of such reversals.

In our most recent blog post, we noted that a federal court injunction suspended the deadline for BOI reporting.  Since the publishing of that post, the Supreme Court weighed in on the legality of the Corporate Transparency Act and lifted one of the federal court injunctions indefinitely delaying the filing deadline.  Legal consensus is that, while the Supreme Court lifted one injunction, a second injunction remains in place indefinitely delaying the filing requirement.

FINCEN’s website has the following notice posted: “In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information 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 beneficial ownership information reports.”

Stay tuned for further legal developments on both of these topics.