Latest ruling spurs new deadlines for business reporting requirement

February 24, 2025

A recent court ruling has reinstated a rule requiring millions of businesses to file their beneficial ownership information. 

More than 30 million small businesses once again are required to report their beneficial owners (i.e., persons who have substantial control or own at least a 25% ownership interest) to the Financial Crimes Enforcement Network. The new requirement originally went into effect on January 1, 2024, but its enforcement has been repeatedly paused due to ongoing litigation. 

The recent ruling from a federal court in Texas reinstated the requirement to file beneficial ownership information (BOI) as part of the Corporate Transparency Act.

In response, the Financial Crimes Enforcement Network (FinCEN) has extended certain filing deadlines only until March 21, 2025, for most non-exempt companies.

Honkamp can help you determine if you need to file and, if you do, assist in the filing. Look below for more information on how we can assist you. 

What Business Are Affected?

An entity must file a report if it was created in the U.S. by filing a document with a secretary of state or any similar office under the law of a state or Indian tribe. (An “entity” includes a corporation, a limited liability company (LLC) or any entity created by the filing of a document with a secretary of state or any similar office under the law of a state, regardless of business activity or lack thereof.) Additionally, foreign companies registered to do business in any U.S. state or Indian tribe must file.

There are 23 categories of entities that are exempt. They include, for example, publicly traded companies meeting specified requirements. (The full list of exemptions is included in this document.)

Most notably, the “Large Operating Company” exemption is met if a company has ALL of the following:

• More than 20 full-time employees in the U.S.
• Operating presence at a physical office within the U.S.
• More than $5 million in gross revenue or sales from sources inside the U.S. on the prior year’s federal income tax return

New Deadlines

The updated filing deadlines are:

• March 21, 2025, for the vast majority of companies required to report their initial beneficial ownership information or updates.
• Companies that previously were given a reporting deadline that extends beyond March 21, 2025, should adhere to that later deadline. 
• Companies formed after January 1, 2025, must file within 30 days of their creation or registration. 

Once a business has submitted its initial filing, companies have 30 days after any change to previously filed information to report the change, such as beneficial owner changes, legal name or physical address changes, expiration dates, etc.

How Honkamp Can Help

Honkamp can help you determine if you need to file and, if you do, assist in the filing. 

If you would like Honkamp’s assistance, email Shareholder Brian Powers at brian.powers@honkamp.com by March 14, 2025.

Going Forward

There could be additional changes forthcoming.

When it announced the new filing deadlines, FinCEN also reported that it “will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks.”

Meanwhile, federal lawmakers also are discussing the beneficial ownership registration requirements and possible deadline delays.

Honkamp will continue to keep close tabs on these requirements, any proposed modifications by FinCEN and any legislative movement in Congress.