This is a follow-up to our article on December 11, 2024 Beneficial Ownership Information Report Requirement Suspended by Texas Court to provide an update on the status of the Beneficial Ownership Information Report (BOIR) requirement.
As a brief refresher, this reporting requirement was enacted by the Corporate Transparency Act upon U.S. (and certain non-U.S.) entities. In this report, filers were required to disclose certain information about the entity, including any ultimate individual owners with an ownership interest of 25% or more and individuals that exercise substantial control (i.e., decision-making power).
Over the past few months, the constitutionality of this requirement was challenged causing it to be suspended and reinstated multiple times. At this point in time, there is some clarity as to the future status of this requirement.
On March 2, 2025, the Treasury Department announced that it will seek to limit the scope of required filers to certain non-U.S. entities registered to do business in the United States. It was also clarified that no penalties will be enforced with respect to the BOIR with respect to noncompliance based on the previous rules, effectively ending the reporting requirement for all U.S. entities.
The Financial Crimes Enforcement Network (FinCEN), the agency administering the BOIR, will issue a clarified ruling to this effect by March 21, 2025.
GG Observations
U.S. domestic entities no longer need to address the BOIR requirement. However, Canadian entities doing business in the United States should consider whether they fall within the newly-narrowed scope of required filers. Please contact us should you have any questions or concerns.
