Federal Court Temporarily Suspends FinCEN BOI Report Requirement

Filing a FinCEN BOI report is no longer required (for now) — though your startup may still want to file one anyway. 

Here's what you need to know: 

FinCEN BOI reports are not currently required, as of December 26, 2024. A court ruling suspended the BOI report requirement on December 3, 2024. A subsequent court ruling removed that suspension on December 23, but another court ruling reinstated the suspension on December 26.

Here's what FinCEN says:

"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 while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.

More information is available on FinCEN's website at https://www.fincen.gov/boi"‍‍

Your startup could suddenly be required again to file a BOI report with little notice. There are several active lawsuits challenging FinCEN's BOI reporting requirement. As we saw on December 23, developments in these lawsuits could lead to BOI reports suddenly being required again.

Some startups are filing BOI reports even though they're not required. A reason to do this is to avoid the chance of a late filing, which can occur if the BOI report requirement is reinstated and you either don't notice it or don't have enough time to meet the deadline. It can also make sense to voluntarily file a BOI report if you determine the benefit of not having to pay attention to the situation outweighs the cost of potentially disclosing BOI information to FinCEN for no reason.

If you decide not to file a BOI report for now, be prepared to file at a moment's notice. Many startup attorneys are recommending being prepared to file the BOI report at a moment's notice if you choose not to file one for now. When the December 23 court ruling led to the BOI reporting requirement being reinstated, FinCEN extended deadlines for many businesses, but not all. A small number of businesses were required to file an initial BOI report by the next day, on December 24.

Want to proceed with voluntarily filing a BOI report? If you decide to file a BOI report even though they're not required, you can file directly with FinCEN. While Clerky has a tool for filing BOI reports, FinCEN has temporarily suspended API submissions for everyone, including Clerky.

Here are the latest deadlines FinCEN published prior to the BOI report requirement being suspended again:

• For startups incorporated before January 1, 2024
  • Deadline: January 13, 2025
• For startups incorporated January 1 through September 3, 2024
  • Deadline: 90 days after incorporation
• For startups incorporated September 4 through September 24, 2024
  • Deadline: January 13, 2025
• For startups incorporated September 25 through December 2, 2024
  • Deadline: 90 days after incorporation
• For startups incorporated December 3 through December 23, 2024
  • Deadline: 111 days after incorporation
• For startups incorporated December 24 through December 31, 2024
  • Deadline: 90 days after incorporation
• For startups incorporated January 1, 2025 or later
  • Deadline: 30 days after incorporation

If the BOI report requirement is reinstated, FinCEN may extend some or all of these deadlines, though there's no guarantee that they will.

Never heard of BOI reports before? Check out this help center article to learn more about them.

The above reflects our understanding of the situation as of December 26, 2024. We'll continue to monitor ongoing lawsuits regarding the FinCEN BOI report requirement closely.