We’re living in a historical moment: Procrastinating might have just worked to your advantage. While it goes against everything within me (and everything I encourage you toward in my writings), I’m handing you procrastinators the win today.
Congratulations. Just try not to let this become a habit.
I discussed the basics of BOI reporting in a previous writing this year – which covered the details you needed to know to avoid frightening non-compliance penalties. Up until last week, the Financial Crimes Enforcement Network (FinCEN) was poised to penalize procrastinating business owners who failed to file by January 1st, 2025.
But, this is legislation we’re talking about – and the government is nothing if not fickle.
As of last week, the entire BOI reporting situation has been flipped on its head. And if you hadn’t yet filed, you’ve saved yourself some time and effort (temporarily, at minimum; permanently, at best).
For the rest of you, this is my digital pat on the back for being proactive. And my reassurance that your effort wasn’t in vain – this decision is expected to be repealed (if or when that happens, you’ll be the one gloating over the procrastinators. We’ll be sure to let you know when the moment comes).
So, regardless of FinCEN’s finicky behavior, the bottom line is this: You still need to be prepared to comply with BOI reporting requirements for your Southeastern FL business.
Beneficial Ownership Information: Updates for Southeastern FL Business Owners
“Take complete ownership of your outcomes by holding no one but yourself accountable.” – Gary W. Keller
Beneficial ownership information (BOI) reporting feels like a big (confusing) bowl of alphabet soup right now if you’re a business owner. If you don’t know what I’m talking about (and statistics show that only about 20 percent of you have a clue), then let me help you out.
The Corporate Transparency Act or CTA (passed in 2021) enacted a requirement for all businesses with beneficial ownership to report identifying information for each beneficial owner to the Financial Crimes Enforcement Network (FinCEN) — and that requirement went into effect on January 1, 2024.
Now, the real question you have to ask yourself is this: “Does BOI reporting affect my business?”
Unfortunately, there’s no short answer to that question. Up until a few days ago, you would be dealing with a nasty penalty (591 dollars per day at best, or imprisonment and criminal fines up to 10k at worst) if you failed to file by January 1st, 2025.
But on December 3rd, the CTA was declared unconstitutional – meaning, the fast-approaching deadline isn’t an issue, for the time being. So, let me get you up to speed on everything you now need to know about BOI reporting.
Refresher: What is BOI reporting?
(Skip this section if you know all of this already.)
Certain businesses have to disclose information (like names, addresses, identification documents, etc.) of people who have ownership in the company – those who own at least 25 percent of the company or have significant decision-making power —to FinCEN.
Why? Well, the argument is that it helps combat financial crimes… money laundering, tax evasion, fraud, and other nefarious activities because shell companies and other opaque structures are used to hide the true ownership of assets. BOI reporting is meant to help eliminate this anonymity. (The jury’s out on whether or not these regulations will actually help with this.)
The businesses usually in the hot seat are LLCs, corporations, S corporations, limited partnerships, limited liability partnerships, and business trusts (and if you’re up for some light reading, FinCEN has a detailed list of exempt entities).
What’s the current BOI situation?
On December 3rd, the U.S. District Court for the Eastern District of Texas flipped BOI reporting on its head – the Corporate Transparency Act (CTA) reporting requirements are now put on hold, nationwide.
This decision, Texas Top Cop Shop v. Garland (E.D. Tex.; 12/24), goes even further than an earlier Alabama ruling on the same issue. While FinCEN clarified that the Alabama case applied only to the parties involved in that litigation, this Texas court made it clear: its ruling applies to all entities nationwide.
The court found that both the statute itself and its final implementing rule are likely unconstitutional. The reasoning? The CTA exceeds Congress’s authority under the Constitution – undermining their initial effort toward transparency.
So, that January 1, 2025 deadline you were sweating (or not if you were still “blissfully” ignorant)? Gone, at least for now. However – legal challenges like this often evolve, and compliance could still become a reality later on. For now, here’s what you should focus on:
If you already filed… you’ll want to keep your beneficial ownership information records handy. If the injunction gets overturned or new rules drop, you’ll want to be ready to pivot without scrambling for paperwork.
If you haven’t filed yet… don’t get too comfy now. This legal drama could flip at any moment, so get your BOI reporting documents in order, just in case: The full legal name, date of birth, residential address, and an identification document with a unique identification number for each beneficial owner (FinCEN’s BOI Reporting Rule Fact Sheet can help guide you here).
And regardless of whether or not you already filed, stay in the loop. Keep tabs on appeals or new rulings from FinCEN or the IRS that could change compliant requirements (and put those terrifying penalties back into effect).
This ruling might give you a breather, but the beneficial ownership information drama is far from over. Use this time wisely to stay ahead of the curve—and to ready yourself for whatever comes next.
And if you’ve got BOI concerns you need to get off your chest, my team and I are here for you – because I want to see your Miami Metropolitan business stay fully BOI-compliant in 2025.
calendly.com/ralfheyer/30-minute-meeting
Keeping you in the know,
Ralf Heyer