Updated: March 11, 2025
BOIR FILINGS UPDATES, NEW UPDATES IN CORPORATE TRANSPARENCY ACT.
On March 2, 2025, the United States Department of Treasury suspended enforcement by that Department of penalties and fines for failure to file the Beneficial Ownership Information Reports (BOIR) with the Financial Crimes Enforcement Network (FinCEN) of the Federal government.
What this means is the BOIRs are still due on March 21, 2025 until the Corporate Transparency Act (CTA) is amended or a court of law orders that the CTA requirements to be illegal and/or unenforceable. Despite the March 21, 2025 due date, there will be no penalties at this time for a failure to file the reports by March 21, 2025. Since the suspension could change at any time in the future and/or the enforcement rights of the Treasury Department reimplemented retroactively, each Association will need to decide whether filing a BOIR or not is in their best interests at this time. Currently, the Department of Treasury is planning to introduce a proposed change to the CTA to narrow the scope of the rule to apply to foreign reporting companies only. If you have already filed your BOIR, you can monitor the status of the law to determine if any updates are needed as your Directors change due to elections and/or resignations.
Each corporate entity will need to decide for itself how to proceed and must keep itself apprised of developments that may affect their filing requirements. There are multiple cases in the courts currently that could affect corporate entities’ filing and reporting requirements under CTA, so this is a fluid and evolving situation.
Specific rulings include a January 23, 2025 ruling by the Supreme Court of the United States (SCOTUS) staying the injunction issued in the Texas Top Cop Shop case, meaning that the nationwide injunction in that case was no longer in effect. Prior to that decision on January 7, 2025, the Judge in the Texas Federal District Court Case, Smith v. Department of the Treasury, had issued a separate nationwide injunction which remained in effect until February 18, 2025 when that District Judge lifted its temporary injunction making the filing of the BOIR mandatory again. The Financial Crimes Enforcement Network (FinCEN) issued a formal statement setting a new deadline of March 21, 2025, and on February 27, 2025 FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies due to their failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines, until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.
The purpose of the Federal Corporate Transparency Act which passed in 2021 was to help curb illicit finance and require many companies doing business in the United States to report information about the individuals who ultimately own or control them, which includes the directors of condominium and community associations, by requiring said corporate entities, including condominium and community associations, to file their Beneficial Ownership Information Report (BOIR) with the Financial Crimes Enforcement Network (FinCEN) of the Federal Government which was January 13, 2025 (as stated above, this due date has moved to March 21, 2025). The BOIR requires the Federal tax identification number, and the Board of Directors’ names, residential addresses, birthdates and a copy of valid IDs such as drivers licenses or passports. You may access the U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN)’s website at www.fincen.gov/boi to obtain more information and to submit your Beneficial Ownership Information Report. Prior to the new announcements by the Department of Treasury and FinCEN that they will not enforce any penalties at this time, the failure to timely file the BOI Report resulted in a $591 per day fine (up to $10,000), among other penalties.
The above is provided as a courtesy for general informational purposes only and does not constitute legal advice. If your Association or other entity would like our assistance in deciding how to proceed, please contact us so we can provide legal advice specific to your situation.
