A late-breaking legal development has reinstated the requirement that small businesses must file a report with the United States Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) on their beneficial ownership information (BOI). Following a ruling reinstating BOI reporting requirements by the United States District Court for the Eastern District of Texas, FinCEN issued a notice that reset the filing deadline for most companies to March 21, 2025. BOI reports are a requirement under the Corporate Transparency Act (CTA), a 2021 federal law that is intended to enhance transparency in entity structures and ownership to combat money laundering, tax fraud and other illicit activities. 

While the Trump Administration has defended the CTA in court there have been reports that FinCEN could revise the rules to reduce the compliance burden for "lower-risk entities, including many U.S. small businesses." PRI will continue to monitor any changes in CTA requirements and update its members if there is any official action delaying or refocusing enforcement of the regulation. 

Congress has also made progress in delaying the implementation of the CTA. The U.S. House of Representatives recently passed the " Protect Small Businesses from Excessive Paperwork Act of 2025" (H.R. 736), a bill that would delay the CTA reporting requirements until January 1, 2026. However, it is unlikely that H.R. 736 will become law prior to March 21.  

The CTA requires most small businesses in the U.S. to make a filing with FinCEN (more information HERE). 

Small businesses can be exempted from filing a report with FinCEN if they meet the following three criteria: 

• Employ more than 20 employees 
• Operate a physical office in the United States 
• Filed federal tax returns demonstrating more than $5 million in gross receipts or sales

If your business is required to submit a report, click here to file a BOI report with FinCEN. 

The Corporate Transparency Act requires most small businesses in the United States to make a filing with FinCEN (more information HERE).

Beneficial Ownership Rule Filing Requirements 

The CTA defines a "beneficial owner" as an individual who, directly or indirectly, exercises substantial control over the reporting company or owns or controls at least 25% of the ownership interests of the reporting company. An individual exercises "substantial control" over an entity if the individual:  

• Serves as a senior officer 
• Has authority over the appointment or removal of a senior officer or a majority of the board of directors 
• Directs, determines or has substantial influence over important business decisions 

Beneficial ownership information reporting is not an annual requirement. Businesses only must file a report with FinCEN once, unless the filer needs to update or correct information about their company's beneficial ownership. Generally, reporting companies must provide four pieces of information about each beneficial owner: Name; Date of birth; Address; and the identifying number and issuer from either a non-expired United States driver's license, a non-expired United States passport or a non-expired identification document issued by a state (including a U.S. territory or possession), local government or Native American tribe. If none of those documents exist, a non-expired foreign passport can be used. An image of the document must also be submitted. 

Companies must also submit certain information about themselves, such as their name(s) and address. In addition, reporting companies created on or after January 1, 2024, must submit information about the individuals who formed the company ("company applicants"). 

Filers can also view informational videos and webinars, find answers to frequently asked questions, connect to the contact center and learn more about how to report at www.fincen.gov/boi. 

For more information, contact Eric Snyder, PRI's senior director of federal government affairs, at erics@sema.org.