Jace White, General Counsel
Most organized entities like LLCs and corporations are required to provide Beneficial Ownership Information (BOI) to FinCEN by March 21, 2025 . . . or are they?
Under the Corporate Transparency Act, most companies are required to report BOI to FinCEN concerning the individuals who own or control those companies. This requirement currently affects and applies to members of Oklahoma REALTORS® who operate their business through an entity. Over the last few months, this reporting requirement has been a moving target and actively litigated.
Last month, a district court lifted the last remaining nationwide injunction preventing FinCEN from enforcing the Act. Effectively, this reinstated the obligation to provide BOI to FinCEN, which then extended the reporting deadline to March 21, 2025.
But more recently, FinCEN announced it would not issue any fines or penalties or take enforcement action against companies for failure to report BOI. In addition, FinCEN has stated that it intends to postpone the March 21, 2025, reporting deadline in order to provide new guidance on the types of companies that are required to report BOI.
And last week, the Treasury Department announced that it will be “issuing a proposed rule-making that will narrow the scope of the rule to foreign reporting companies only.”
Here are a few key takeaways:
The March 21, 2025, deadline has not been officially postponed. However, the federal government has indicated that a postponement is on its way.
It is likely that reporting requirements will change. We are expecting a new rule to be put in place which curtails the reporting requirement, making it only applicable to “foreign reporting companies.” If so, this would remove the reporting requirement for the vast majority of Oklahoma REALTORS®.
You should make a business decision on how to approach BOI reporting. While we expect the deadline to be postponed and for reporting requirements to change, this has not happened yet. If you do not expect to continuously monitor this issue, you may wish to go ahead and report BOI to FinCEN now to ensure compliance. However, if you plan to follow this issue closely, you may wish to wait and see whether the rule is changed or the deadline is extended.
Additional Resources:
Read FinCEN’s announcement here.
Read the Treasury Department’s announcement here.
If you wish to move forward and report BOI to FinCEN, you can do so here.
