March 2025
TO: MEMBERS OF THE LONG ISLAND JEWISH
ORGANIZED MEDICAL STAFF
If you own a business or entity such as a Limited Liability Company (LLC), OR Professional Corporation, (PC), the deadline is almost here to file a Beneficial Ownership Information (BOI) form with the federal government. Background:
What is the BOI reporting requirement and why does it exist?
The BOI reporting requirement is part of the Corporate Transparency Act, an anti-money laundering initiative. It mandates that a report with owner information be submitted for all businesses in existence in the United States starting in January 2024. (This includes entities formed prior to that date)
What is a Beneficial Owner?
An individual is considered a beneficial owner if they directly or indirectly have a significant ownership stake in the company: either owns 25% or more of the company’s shares, has a major influence on the company’s decisions or operations, or has a similar level of control over the company’s equity.
What information must be reported?
Companies must provide their legal name and trademark, current address, taxpayer identification number, and specify the jurisdiction where they were formed or registered.
Does the BOI form need to be filled out every year?
No, however, there are requirements to update the BOI when certain things change, such as: address, name change, or operational changes.
UPDATE: At the end of February, in response to the most recent decision by the U.S. District Court for the Eastern District of Texas, the Financial Crimes Enforcement Network (FinCEN), has announced that the beneficial ownership information (BOI) reporting requirements are back in effect. The new deadline for filing is March 21, 2025. FinCen will provide an update before then of any further modification of this deadline.
FinCEN has also announced that it will be revising the BOI reporting rule this year to reduce the burden on lower-risk entities, such as small businesses, while prioritizing reporting for entities that pose the greatest national security risks.
A few additional points of note:
- Reporting companies that were previously given a reporting period deadline later than the March 21, 2025 deadline must file BOI report by that later deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
From the Treasury Department: “On January 7, 2025, the U.S. District Court for the Eastern District of Texas issued an order staying FinCEN’s regulations implementing the BOI reporting requirements, precluding FinCEN from requiring BOI reporting or otherwise enforcing the CTA’s requirements. On February 5, 2025, the U.S. Department of Justice—on behalf of Treasury—filed a notice of appeal of the district court’s order and, in parallel, requested a stay of the order during the appeal. On February 18, 2025, the court agreed to stay its January 7, 2025, order until the appeal is completed. Given this decision, FinCEN’s regulations implementing the BOI reporting requirements of the CTA are no longer stayed. Thus, subject to any applicable court orders, BOI reporting is now mandatory, but FinCEN is providing additional time for companies to report.”
Respectfully submitted.
Schaum Law