Dear Clients and Friends,

At Clearhouse LLP, we understand the importance of staying informed about regulatory changes that impact your business. Following a recent court ruling, the Beneficial Ownership Information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are reinstated as of February 19, 2025. Recognizing that U.S. reporting companies may need additional time to comply, FinCEN has extended the deadline by 30 calendar days, making the new deadline March 21, 2025. ​(FinCEN Notice, FIN-2025-CTA1).

Background on the BOI Reporting Requirement 

The Corporate Transparency Act (CTA) requires most U.S. corporations, LLCs, and similar entities to disclose information about their beneficial owners—the individuals who own or control the company. The goal of this requirement is to increase corporate transparency and prevent illicit financial activities (FinCEN).

Previously, a federal court issued an injunction blocking the BOI reporting requirement. However, after further legal proceedings, the injunction was lifted, and FinCEN has reinstated the requirement, and businesses must comply by the new deadline.

Updated BOI Reporting Deadlines 

FinCEN has adjusted the reporting deadlines to provide additional compliance time for businesses: ​

• Newly formed entities (after February 19, 2025): Must submit their initial BOI reports within 30 days of formation.
• Previously filed reports: Companies that have already submitted BOI reports must report any updates or corrections within 30 days of the change.
• Entities with overdue deadlines (during the injunction period): Businesses whose reporting deadlines lapsed while the CTA was blocked now have until March 21, 2025, to comply.
• Extensions: Companies granted an extension (such as disaster relief extensions) must follow their adjusted deadlines.
• Exemptions for certain entities: Businesses involved in National Small Business United v. Yellen (as of March 1, 2024) are not currently required to file BOI reports.

Who Must File a BOI Report? 

Entities required to file include:

• U.S. corporations, LLCs, and partnerships created by filing with a Secretary of State or any similar office.
• Foreign entities registered to do business in the U.S. by the filing of a document with a secretary of state or any similar office.
• Some entities are exempt, including publicly traded companies, banks, and certain regulated entities (FinCEN FAQs).

Filing Process & Compliance 

Entities required to file include:

• BOI reports must be submitted electronically through FinCEN’s E-Filing System at boiefiling.fincen.gov.

Required information includes:

• Full legal names of beneficial owners
• Date of birth
• Residential or business address
• Government-issued identification (passport or driver’s license)

Failure to file may result in civil penalties of $500 per day and potential criminal charges for willful noncompliance (FinCEN).

How Clearhouse LLP Can Assist 

Our compliance team at Clearhouse LLP is here to assist you in understanding and fulfilling your BOI reporting obligations. If you have not yet filed due to the prior injunction, we strongly advise acting now.

For further guidance or assistance, please contact us at

✉️ info@clearhouse.ca

📲 (647) 969 7382

Kindest regards,

Your Clearhouse LLP Team