BOI Report Still Voluntary After January 23rd Ruling

The plot surrounding Beneficial Ownership Information (BOI) Report requirements thickens. On January 23, 2025, the Supreme Court agreed to a stay on the nationwide injunction previously issued by a federal judge in Texas. Despite this Supreme Court action, the Financial Crimes Enforcement Network (FinCEN) has stated that reporting companies are still not required to file their BOI Reports at this time due to a separate ongoing case.

Timeline of events and rulings around the CTA and BOI Report:

• February 27th penalty suspension
• February 18th stay on the injunction
• December 26th injunction reinstatement
• December 23rd stay on the injunction
• December 3rd Texas injunction

March 26 Update: As of March 26, 2025, the BOI Report is only required for non-US companies formed outside of the US and then registered to do business within the US. The deadline for existing reporting companies (defined by FinCEN as non-US companies registered within the US) to file the BOI Report is April 25, 2025.

CTA injunctions and rulings

Since the beginning of December 2024, the Corporate Transparency Act (CTA) and BOI Report have been under scrutiny and gone through a litany of legal rulings and stays. On January 23rd, 2025, the United States Supreme Court placed a stay on the original injunction giving FinCEN the right to require reporting companies to file their BOI Report.

The original injunction was imposed as a part of Texas Top Cop Shop, Inc. v. McHenry, formerly Texas Top Cop Shop v. Garland. Essentially, the injunction halted the requirement to enforce the filing and the stay stops the injunction. However, according to FinCEN’s January 24th filing update, there is still a separate nationwide order from another federal judge in Texas (Smith v. U.S. Department of the Treasury) in place that keeps the BOI Report a voluntary filing.

How reporting companies are affected

Updates to CTA requirements are happening very quickly, but here are the key facts to be aware of as of this ruling if your business qualifies as a reporting company:

• Filing Not Required: Reporting companies are not obligated to file a BOI Report while the Smith order remains in effect.
• No Liability: Entities that decide not to file during this period will not face the $500 daily penalty for non-compliance.
• Voluntary Filings Allowed: If beneficial owners prefer to err on the side of caution, they may still submit BOI reports for their companies voluntarily, but it’s not mandatory at this time.

LLC and corporation filings are where Northwest shines, and we can help you start your business as soon as you’re ready to.

What’s next for the BOI Report and the CTA

For now, businesses aren’t obligated to file BOI Reports. However, this might change if the Smith injunction is lifted, overturned, or issued a stay—similar to what happened with the Texas Top Cop Shop case. Company owners should stay informed on future court decisions and be prepared to file if and when the legal landscape shifts. In the meantime, Northwest will stay on top of any changes that arise.