BOI Report: What you need to know following a recent federal court order (December 2024). This is for my fellow U.S. business owners.

This post originally started as what you need to know to file a BOI Report, but in light of recent federal court order, it’s no longer required (for now). We’ll discuss the court order, what you should do to stay informed, how to be prepared to resume compliance efforts if necessary, voluntary filing, and being aware of fraudulent filing services. There are even .org websites that are falsely claiming to be authorized service providers!

Disclosure: I am not a lawyer, and thus, this should not be taken as legal advice. Please contact your lawyer for legal advice.

But I am a small business owner who requires coffee for such discussions. Buckle up.

BOI Report: What You Need To Know

If you’re like: hold up, what even is a BOI Report? Don’t worry, we’ll cover that too. This post was originally written about what you need to know to file, but I kept hearing that it might be halted. So, I figured I’d wait until mid-December to post this. Indeed, after a recent federal court order, it is *currently* no longer required, so here we are. This now-voluntary status could also change, but given the most-recent injunction, this post will walk you through:

• WHAT IS A BOI REPORT?
• IS IT REQUIRED?
• WHAT’S NEXT?
  1. Stay Informed
  2. Be Prepared
  3. Voluntary Filing
• BE AWARE OF FRAUD (and where to find official information)

Disclosure (again): I am not a lawyer, and thus, this should not be taken as legal advice. Please contact your lawyer for legal advice.

That said, running a small business can be isolating and compliance can feel totally overwhelming. I wish I had more people in my life having these conversations. This post will mostly include direct quotes from FinCEN and actual law firms, getting down to the brass tacks requirements. It’s meant to share information and options. Personal autonomy and decision making regarding these rulings is up to each individual and business. Please consult your lawyer. Otherwise, let’s taco ’bout it.

What The Heck Is a BOI Report?

Beneficial Ownership Information (BOI) is a new federal filing requirement for many companies and businesses in the U.S. Or, at least, it was required until recent federal court order.

Prior to the court order and directly from the FinCEN:

Effective January 1, 2024, Federal law — the Corporate Transparency Act (CTA) — requires certain entities, including many small businesses, to report information about the individuals who ultimately own or control them (also known as their “beneficial owners”) to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.

There are some exemptions, which I was planning on diving into in this post. However, after a recent court order, FinCEN is no longer requiring *any* companies to file (for now, read more below). You can look into exemptions and read more from the official compliance guide issued here, but most small businesses were required to file at the beginning of the new year. And not filing carried a potential hefty fine and/or possible jail time.

Prior to the court order, filing was due by January 1, 2025 for any company created or registered prior to January 1, 2024. According to FinCEN, failure to file “may result in a civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000.” At one point, the daily penalty listed on FinCEN was even higher, but it’s no longer listed on the actual website (it is still on their official compliance guide though, where the quote was taken from).

Yikes.

P.S., If your company was created or registered in 2024, “you must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective, whichever is earlier.”

This report is completely free to file and after the initial filing, does not need to be updated annually. For more information on filing, you can see Voluntary Filing below.

Is a BIO Report Required?

Previously, for certain companies, including most small businesses: yes. After a recent court order: no (at least for now). This comes directly from FinCEN, official United States government website:

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.

From Lane Powel, rated one of the nation’s “Best Law Firms®” for 2025 by Best Lawyers®:

On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc., et al. v. Garland, et al., concluding that the CTA exceeds the U.S. Constitution’s limits on Congress’ power. Based on that conclusion and other reasoning, the court blocked the U.S. Department of Treasury and FinCEN from enforcing the CTA and its BOI reporting requirements. This decision applies to all reporting companies nationwide, including those that, until yesterday, were facing a January 1, 2025 filing deadline. A copy of the full order can be found here.

It’s important to note: “this is a preliminary injunction, and subsequent rulings in this case or others could modify or even overturn this order” (Lane Powel, emphasis my own). According to FinCEN, The Department of the Treasury is appealing the order.

What’s Next?

If you own a small business, should you file? That’s up to you, but below are 3 next steps, taken directly from a Lane Powel publication, which are a great place to start:

1. Stay Informed: This is a preliminary injunction, and subsequent rulings in this case or others could modify or overturn this order. Businesses should monitor developments. Similar to the decision in National Small Business United v. Yellen, in the U.S. Northern District of Alabama, the Justice Department may appeal the court’s order, but the outcome of that appeal, and whether that outcome will be the final word, remains to be seen. It is also possible the new administration will choose not to pursue an appeal.
2. Evaluate Compliance Plans: While the nationwide preliminary injunction temporarily halts enforcement of the CTA, the uncertainty surrounding its ultimate fate means companies should be prepared to resume compliance efforts if the injunction is lifted. Some reporting companies may choose to proceed with compliance efforts despite the preliminary injunction, on the assumption that it could be modified or overturned any time. If the injunction is lifted, it is unclear how long reporting companies would have to then comply with the BOI reporting requirements and other obligations under the CTA.
3. Consider Voluntary Filing the BOI by Year-End: Although not legally required while the preliminary injunction is in effect, some business owners may conclude that it is simply easier to just ignore the injunction and file their BOI information now while the FinCEN website is still accepting the information. Adopting this approach relieves the business of having to worry about the above steps. If the injunction stands for any reason, FinCEN will have your BOI information (and presumably will ultimately destroy it as improvidently collected), but many businesses are not bothered by that.

Be Aware of Fraud

If and/or when you file, it’s important to be aware of fraudulent attempts to solicit information. There are even .org websites falsely claiming to be authorized service providers of the US government. Directly from FinCEN:

Please note that the official website for filing Beneficial Ownership Information (BOI) with the Financial Crimes Enforcement Network (FinCEN) is https://boiefiling.fincen.gov. 

OK, that’s it! That’s all know as of December 2024, I hope the latest updates were helpful.

Haven’t taken your flowers to full-time business status, but thinking about it? Check out the following post:

Starting a Flower Farm Business: 9 Must Haves

Be sure to read #3 Choosing a Business Structure and #4 Business Requirements and Compliance!