BOI Requirement Does Not Apply to U.S. LLCs and Corporations: Final Interim Rule

by | Mar 24, 2025 | Legal Updates & Asset Protection , Podcast

BOI Requirement Does Not Apply to U.S. LLCs and Corporations: Final Interim Rule


On March 21, 2025, the U.S. Treasury Department issued a final interim rule confirming that U.S.-based LLCs and corporations are exempt from the Beneficial Ownership Information (BOI) reporting requirement. This is a major win for small business and legally binding after a comment period. It clarifies that “domestic reporting companies”—LLCs and corporations formed in the U.S.—do not need to file BOI reports with FinCEN. It also clarifies that any U.S.-based LLC or corporation who has reported does not need to amend or update their filing. 

This is a significant development that brings clarity to what was previously a temporary pause put in place after a press release from the Treasury Department on March 2, 2025, where they signaled their intent not to enforce the BOI rules. Now, with this formal rulemaking, business owners can rely on an official exemption.

This ruling applies across the board, regardless of ownership structure—including entities owned by U.S. citizens or non-U.S. citizens—as long as the company itself is U.S.-based.

For those who already filed a BOI report, no further action is required. For everyone else, you do not need to file under this final interim rule.

Here’s what you need to know about this rule, the legal and political factors at play, and what it means for businesses moving forward.


What Is the BOI Reporting Requirement?

 

The BOI report, part of the Corporate Transparency Act (CTA), was designed to combat financial crimes by requiring businesses to disclose information about owners with 25% or more ownership or those with substantial control. The information was to be filed online with the Treasury’s Financial Crimes Enforcement Network (FinCEN)—a new requirement that had never existed for LLCs and corporations.

After extensive legal battles, a Texas court recently ruled the law unconstitutional. The U.S. Supreme Court took the case but suspended the Texas court’s ruling until it hears and decides the case later this year. With the Texas order removed, BOI reports were once again required, prompting the Treasury to extend the filing deadline to March 21, 2025. However, it has now taken an even more drastic step—declaring that it will not enforce the requirement at all.

Why Is the Treasury Not Enforcing It?

 

As of March 2, 2025, the Treasury Department stated it would not enforce the BOI filing requirement and would not impose penalties for non-compliance. The agency also issued its final interim rule stating that the BOI filing requirement will not apply to U.S.-based companies. Instead, the focus will shift to foreign entities suspected of financial crimes like money laundering and tax evasion.

The decision aligns with statements from President Trump, who called the BOI requirement burdensome for small businesses and labeled it a “Biden rule.” His administration’s stance suggests that the Justice Department will likely argue against the law’s constitutionality in the Supreme Court.

Legal and Political Uncertainty

 

Despite the Treasury’s announcement, the law is still technically on the books and could be brought back under rulemaking from a future administration. The Supreme Court is set to hear arguments on Texas Top Cop Shop v. Garland later this year, with a ruling expected in the fall. If the Court upholds the law, Congress may be forced to intervene and determine whether the executive branch has the authority to further delay or refuse enforcement.

At the same time, there is a bill pending in Congress that could eliminate the requirement altogether: Repealing Big Brother Overreach Act – This bill, currently under review, would fully repeal the BOI reporting requirement. Given the Treasury’s new stance and Trump’s public position in opposition to the BOI, this bill now has a strong chance of passing.

If either of these measures is enacted, it would permanently eliminate the BOI requirement—regardless of what the Supreme Court decides.


What Should Business Owners Do Now?


Given the Treasury’s announcement and final rule, here’s what business owners need to know:

  • You do NOT need to file a BOI report – The Treasury has now issued a final rule stating it will not enforce the requirement and confirms that it does not apply to U.S. LLCs and corporations.
  • If you already filed, there’s nothing to undo – Your information remains private within the Treasury’s records, similar to a tax return.
  • New LLCs and corporations do not need to file – This exemption applies to newly formed U.S. entities as well.
  • Be prepared for potential changes – If a future administration reverses course, or if Congress does not pass a repeal, the requirement could return.
  • You can still file voluntarily – FinCEN’s system is still operational, but filing is not required.


Final Thoughts

 

This is a major win for small business owners who saw the BOI reporting rule as an unnecessary compliance burden. However, the issue is not fully settled. The Supreme Court, Congress, and potential future administrations could all influence whether the rule is permanently eliminated or resurrected in some way. 

For now, the best course of action is to stay informed and avoid filing unnecessary paperwork, as the BOI filing does not apply to U.S. entities. If further action is required in the future, updates will follow, and we’ll be letting you know the latest developments and your options.


Key Takeaways

✔️ BOI reporting is NOT required – The U.S. Treasury has issued a final rule confirming no enforcement.

✔️ Supreme Court case still pending – The Court will rule later this year on whether the law is constitutional.

✔️ Congress may repeal the law entirely – Two bills in play could delay or eliminate the requirement for good.

✔️ If you already filed, no action needed – Your filing stands but no updates or corrections are required.

✔️ If you haven’t filed, hold off – You are not required to file under the new rule.

✔️ Stay informed – This issue is still evolving. Finality may come from the Supreme Court or Congress.

 

BOI Confusion? Get Legal Help You Can Trust

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BOIs Halted Again – 5th Circuit Reverses Itself on Dec 27, 2024

by | Dec 27, 2024 | Legal Updates & Asset Protection , New Blog 2024

The BOI reporting requirement for LLC and corporation owners has been halted again by the 5th Circuit U.S. Court of Appeals. This time, it was the merits panel of the 5th Circuit whose ruling said the BOI requirement raises serious constitutional questions and effectively halted the BOI reporting requirement. The 5th Circuit is still hearing the case, and these orders on December 23 and December 27 were on emergency motions.

To be clear, the current status on December 27, 2024, is that the BOI reporting requirement is unconstitutional, and FinCEN cannot enforce it against anyone.

The BOI requirement was part of the Corporate Transparency Act and requires LLCs and corporations to file an information report about their entity to the federal government. This information included disclosing anyone who owned 25% or more of the company or had substantial control over the company. Over 30 million small businesses have been affected by this requirement, and the majority have not yet filed. Large corporations are exempt from filing under the large company exception ($5M or more in revenue and 20 or more employees). As a result, this requirement has mostly affected and burdened small businesses.

FAQs

What happens next?
The 5th Circuit still has the case and is scheduling briefings and oral arguments for a final decision. From there, the case can be appealed to the U.S. Supreme Court. The case is Texas Top Cop Shop, Inc. v. Garland.

What if I already filed a BOI?
There is nothing to do now, but you will not need to amend or update any filings if the company changes. BOI filings are private and are not publicly available.

Where did President-Elect Trump stand on this issue, and will that influence any appeal?
President Trump vetoed the original legislation that included the Corporate Transparency Act back in 2020. This legislation had numerous bills within it, including defense spending bills, and was a total legislative package called the National Defense Authorization Act of 2021. President Trump’s statement at the time did not mention the Corporate Transparency Act but instead mentioned defense spending. His veto was overridden by Congress, and the Act became law. It is possible that a Trump Justice Department and Department of Treasury will not pursue the appeal and may withdraw any efforts the Biden administration may make to overturn the nationwide injunction.

Should I still file my BOI by December 31, 2024, out of an abundance of caution?
You should consult your own legal counsel, but as the law stands now, it is unconstitutional, and the requirement cannot be enforced against you. That being said, many business owners are frustrated by the back and forth in the Courts and are deciding to just file rather than await the outcome and final decision of the case. FinCEN is accepting BOIs still on a voluntary basis.

How did the 5th Circuit Court of Appeals reverse itself?
The first order on December 23, 2024, was the Court’s response to an emergency motion from the Federal Government to remove the nationwide injunction. That motion was heard by the first available motions panel of three judges. That panel ruled that the BOI requirement was likely constitutional, removed the nationwide injunction, and BOI reporting resumed. However, the merits panel of the 5th Circuit eventually reviewed and overturned the three-judge panel with the latest December 27, 2024, order and said the BOI requirement raises serious constitutional issues. The 5th Circuit still has the case and is scheduling briefings and oral arguments. The case is Texas Top Cop Shop, Inc. v. Garland.

FinCEN BOI Requirement Ruled Unconstitutional

by | Dec 5, 2024 | New Blog 2024, Tax & Legal Updates and Policy Changes

The Corporate Transparency Act, which required LLCs or corporations to file BOI reports to FinCEN, was ruled unconstitutional by a federal district court in Texas. The case was Texas Top Cop Shop, Inc. V. Garland, and the Court ruled that the federal government does not have the constitutional authority to regulate LLCs and corporations, which are adopted and created under state laws. The BOI report was a new federal filing requirement for LLCs and corporations and required all existing and new entities to disclose anyone who had 25% or more ownership or who had substantial control over the entity.

The impact of this ruling is significant as the Court held that the BOI filing requirement was unconstitutional on its face. This means it is unconstitutional for everyone. This ruling is significant as prior courts (e.g. Alabama federal court) have ruled that the BOI filing requirement is unconstitutional but only as applied to plaintiffs in that case. In addition, the judge issued a nationwide injunction against FinCEN and the Department of Treasury from enforcing the law. This means LLC and corporation owners do not have to file a BOI report.

FAQs

What happens next?
The federal government could appeal the ruling to the 5th Circuit Federal Court of Appeals. FinCEN, the Dept of Justice, and Treasury have not issued a response or press release and FinCEN is still accepting BOI filings on their site.

What if I already filed a BOI?

There is nothing to do now but you will not need to amend or update any filings if the company changes. The filings already made are private and not publicly available.

Where did President Elect Trump stand on this issue and will that influence any appeal?

President Trump vetoed original legislation that included the corporate transparency act back in 2020. This legislation had numerous bills within it including defense spending bills and was a total legislative package called the National Defense Authorization Act of 2021. President Trump’s statement at the time did not mention the corporate transparency act but instead mentioned defense spending. His veto was overridden by Congress though and the Act became law. It is likely that a Trump Justice Department and Department of Treasury will not pursue an appeal of the Texas ruling and may withdraw any efforts the Biden administration may make to overturn the ruling in Texas Top Cop Shop, Inc.

Should I still file my BOI by December 31, 2024 out of an abundance of caution?

You should consult your own legal counsel but as the law stands now, it is unconstitutional, and the requirement cannot be enforced against you. Also, FinCEN has been ordered to stop enforcing the law and presumably won’t even be able to collect BOIs. At this time, they are still collecting them at fincen.gov/boi but its unclear for how long they will do so.