With all the insanity about Beneficial Ownership Information (BOI) reporting these past few weeks — first the nationwide injunction preventing FinCEN from enforcing the Corporate Transparency Act (CTA)… then the House passing a Continuing Resolution (CR) that would give us all a year-long delay while the various court challenges made their way through the system… then the Senate passing a version of the CR without addressing the issue… and then, yesterday a stay on the injunction by the Fifth Circuit — meaning that everything is back in place and the BOI is once again law of the land — how much more confusion could there possibly be?

I’ve been putting off finalizing my definitive article on the topic for months, despite having interviewed five different filing companies back in January and February, as most sources of information suggested that the BOI was likely to be delayed a year — that’s certainly what AICPA, NATP, and our other membership organizations have been lobbying for in Congress. And with the increased confusion surrounding this year-end injunction prohibiting its enforcement, even FinCEN itself said that though they would appeal, for the time being, BOI filing would be voluntary. And now it’s the holidays and everything has been upended. So — I’m going to push off a longer article on what the heck BOI is and why we have to file it and the myriad reasons I feel it’s a terrible law (though probably not unconstitutional — just terrible lawmaking) until after the New Year, and this just covers “what you need to know NOW”.

In a tiny bit of good news for what’s left of our holiday season, at least they’ve given us 12 days of BOI extension in place of 12 days of Christmas or 8 days of Hanukkah.

What are the current deadlines?

An update from Melanie Lauridsen at AICPA:

‼️ Financial Crimes Enforcement Network, US Treasury issues small extension/delay for BOI reporting. ‼️
Specifically:
* Companies created or registered prior to January 1, 2024 have until January 13, 2025 to file.
* Companies created or registered on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file.
* Companies created or registered on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline to file.
* Companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
* Companies that are created or registered on or after January 1, 2025 have 30 days to file.

And here’s a handy Journal of Accountancy article with a few more details.

What are my options?

Well, I’m not a lawyer, so I can’t advise you, but I can say that you do seem to have a couple of choices — file it yourself or seek help.

1. File the BOI on your own as a DIY — in which case I recommend you use my colleague Hannah Smolinski‘s handy do-it-yourself YouTube guide, here. This is free and you file directly with FinCEN. The negatives are that it’s a bit fussy and your data is not saved for the next time you file or update your info. The pros: FREE and DIRECT.
   
2. File the BOI with the help of a third party. There are a zillion out there, many of whom are just going through the motions without considering the potentially special needs of your situation — such as condo associations, cooperatives, and other group filers, or other companies whose beneficial owners are not listed on the Secretary of State documents filed when you became organized or incorporated. Worse even, many companies and attorneys are charging an arm and a leg for this reporting — and getting it, from unsuspecting businesses. I’ve interviewed quite a few companies offering this service, and my favorite ended up being File Forms. I like the ease of use of their user-interface, the fact that they have guidance to walk you through the process, and that they let you save your info for the next time you have to file or update your report. (Note: while this is a referral link, know that I chose them well before they offered it to me; I had a great experience with their sister organization during the ERC era, and they were my objective personal selection for my own BOI filing after interviewing five different companies.)

What happens if I choose not to file?

Penalties are steep for willful non-compliance. I would not take this approach… though if you’re really opposed to it, or already on winter vacation, or busy with year-end tax planning or other seasonal work, you could try waiting until the first week of the new year in case this gets delayed one more time. I wouldn’t personally give you a hard time about that approach. Just don’t forget!

Why are some people so opposed to this?

For now, I’m going to skip answering this question in full — it’ll have to wait until my more comprehensive article on the topic. The short version is that it’s a huge amount of red tape for small business owners that already have way too many barriers to success; FinCEN did a lousy job promoting it and educating business owners; the definition of a beneficial owner is vague; most of this information is already on file at the Secretary of State; it’s too easy to miss filing an update unknowingly; the penalties for non-filing are way too high; and the people who are doing the money laundering are going to have an easy time getting around this anyway.

Is it unconstitutional?

I have no idea. Some folks think it is. Some don’t. That’s why there’s so much court activity on this, adding to the confusion.

What’s my next step?

Decide whether to file DIY or with a third-party. If DIY, go to Hannah‘s step-by-step instructions. If with a third-party, decide whether to use your usual attorney or a company like File Forms. If your situation is at all complex or you don’t understand the instructions — seek professional assistance!

And have a happy holiday season.

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