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.

The Rapid Pace of Change

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Anyone experiencing anxiety or confusion over the rapid pace of change in the U.S. business world and economy right now is not alone. The news is a constant stream of information that raises more questions than can be answered. This post is highlighting some developments to watch as the year goes on.

There is ongoing litigation over whether the Trump Administration illegally fired the leadership of several independent agencies of the federal government. At the National Labor Relations Board, for instance, the new administration dismissed Gwynne Wilcox, a Democrat, from the Board. After this dismissal, only two members were left on the Board which meant the Board could not issue regulations and could not hear cases. The Board’s investigations were able to continue. On March 6, 2025, a Washington D.C. District Judge decided that Ms. Wilcox’s dismissal was unlawful because the law requires that the dismissal must be “for cause.”

Similarly, Cathy Harris, the Chair of the U.S. Merit Systems Protection Board, challenged her firing by the Trump Administration on similar grounds and prevailed in federal court. It is possible that these two cases will be consolidated and go before the United States Supreme Court. In hearing these cases, the U.S. Supreme Court will review a ninety-year precedent restricting the executive branch’s power to remove members of independent federal agencies.

Two Equal Employment Opportunity Commissioners fired by the Trump Administration have also indicated they may challenge their removals. The pace and number of removals since January suggests that there may be further challenges coming.

What does all of this mean for employers? Disruption in the operations of these agencies could certainly delay response times. Employers should also anticipate shifts in agency policies and priorities and be prepared to adapt.

This same advice applies to companies with diversity, equity and inclusion programs. There have already been stories in the news about large corporations scaling back or eliminating their diversity, equity and inclusion programs. The Trump administration directed the Department of Justice to investigate “illegal DEI” at private sector companies. Although it is too soon to know where the Department of Justice will draw the line between acceptable DEI and anti-discrimination law, companies may want to start to review their policies and practices.

Finally, there is new guidance from the Financial Crimes Enforcement Network. The deadline for BOI filings for most companies is now March 21, 2025. If you own a company impacted by this requirement, make sure you take steps to comply before this deadline.

BOI Filing Developments

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The Corporate Transparency Act, signed into law on January 1, 2021, established a requirement that many businesses file a Beneficial Ownership Interest Report with the Financial Crimes Enforcement Network (“FinCen”), a bureau within the US Department of the Treasury.

FinCEN’s mission is to safeguard the US financial system from illicit activity, money laundering & financing of terrorism as well as promote national security through strategic use of financial authorities and the collection, analysis and dissemination of financial intelligence. FinCen’s receipt of Beneficial Ownership Interest Reports will give FinCEN access to ownership information for many businesses registered and operating across the country, presumably aiding the Network in its mission.

There are 23 different exemptions that permit a business to avoid filing a Beneficial Ownership Interest Report. The practical result of these exemptions is to permit larger companies, publicly traded companies, and non-profit organizations from having to file. Small businesses are also exempt from filing if they meet three criteria, specifically (i) having more than 20 employees; (ii) operating a physical office in the United States; and (iii) filing federal tax returns demonstrating more than $5 million in annual gross receipts or sales.

Lawsuits ensued following passage of the law in 2021 resulting in an injunction suspending implementation of the reporting requirement. A Fifth Circuit ruling on December 26, 2024 lifted the injunction. By December 28, 2024, however, the injunction was back in place. Legal arguments before the Fifth Circuit over whether to keep the injunction in place while the broader lawsuit is heard by the full court are scheduled for March 25, 2025.

When the injunction was briefly lifted in December, January 13th became the deadline for a large majority of companies to submit their BOI reports. The deadline is once again suspended and the US business community awaits further information from the courts and FinCEN.

In the meantime, millions of US businesses have already completed their BOI reporting requirement. Business owners should discuss their strategy for BOI compliance with their legal counsel.