Unless you’ve been living under a rock, you already know about the Corporate Transparency Act (“CTA”), the federal law focused on combating illicit financial activity. The CTA requires Reporting Companies, including associations, to file a Beneficial Ownership Information (“BOI”) report with the Financial Crimes Enforcement Network (“FinCEN”). The report must contain certain information on Beneficial Owners of the association. Board Members are considered Beneficial Owners under the CTA.
The CTA also requires updating of the report within 30 days of any change in information. Changes would include but not be limited to adding/removing a Board member, a change in the address of the association, a change in the personal ID (i.e., replacement of expired drivers’ license) or other information of a Board member.
FinCEN has published a list of FAQs to assist with BOI reporting filing compliance.
With all that said, the CTA is undergoing a multitude of challenges through lawsuits filed by various entities, which have served to stall, reinstate, stall again, reinstate again FinCEN’s ability to enforce the CTA.
As you can imagine, the CTA has wreaked havoc on community associations, causing confusion regarding applicability, reporting requirements, timelines for compliance, and other endless questions. Do we need to file? Should we wait? Do I need to resign? What do I need to do?
In my 25 years of practice, I’ve never seen such a dizzying, whiplash-inducing, back-and-forth, handling of the law, …. and it is not over yet. We can only provide you the current law as it exists at any given time. To that end, here is a timeline of the significant events related to the CTA, with the most recent event listed first. This timeline will be updated as news continues to break.
TIMELINE:
2/27/25 (CURRENT STATUS): FinCEN will not issue any fines/penalties or enforce for failure to file or update BOI report until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.
2/19/25: FinCEN establishes new deadline to file BOI Report: FinCEN states that all initial BOI Reports must be filed by March 21, 2025.
2/18/25: US District Court grants stay of second injunction in the Smith case, allowing full enforcement of CTA. FinCEN states it will establish new deadline.
2/10/25: The House unanimously passes the Protect Small Business from Excessive Paperwork Act (a.k.a. the “Nunn Bill”), which is now with the Senate. The Nunn Bill would delay the deadline for filing of initial BOI reports, but only for reporting companies formed prior to Jan. 1, 2024, until not later than Jan. 1, 2026.
2/5/2025: US Department of Treasury files notice of appeal against the Smith injunction, and requests another stay of the order while the appeal is pending.
01/24/25: Despite the US Supreme Court’s ruling, a separate injunction issued in the Smith vs. US Dept of Treasury case remained in effect. Because of this, FinCEN states it will not enforce CTA requirements, but will continue to accept voluntarily submissions.
01/23/25: US Supreme Court grants the government’s motion to stay, and lifts the nationwide injunction on the CTA. This meant FinCEN was again allowed to enforce the CTA.
12/27/24: FinCEN announces that, due to the ongoing federal court order, reporting companies are not required to file beneficial ownership information and no deadline is being enforced.
12/26/24: The 5th Circuit vacated its own stay issued on 12/23/24, and the preliminary injunction was once again in effect. This meant FinCEN was again prohibited from enforcing the CTA.
12/24/24: FinCEN extends CTA deadline to file BOI Reports to January 13, 2025.
12/23/24: Government appeals Texas ruling, and 5th Circuit Court grants an emergency motion lifting the nationwide injunction. This meant FinCEN was again allowed to enforce the CTA filing requirement.
12/10/24: FinCEN announces that, due to pending Texas ruling, companies are not subject to liability if they do not file by Jan 1, 2025.
12/3/24: In the Texas Top Shop case, US District Court, Eastern District of Texas, issues a sweeping nationwide ruling that served to halt the CTA’s reporting requirements pending lawsuit regarding constitutionality of the CTA. This meant FinCEN was not allowed to enforce the CTA filing requirement.
1/1/24: CTA goes into effect. BOI reports must be filed by January 1, 2025.
If you’d like Altitude to file your BOI report, please click here or contact [email protected] with your request. If you have any questions, please email [email protected]