UPDATE 3/2/2025
The U.S. Treasury Department announced on March 2 that it will no longer enforce the Corporate Transparency Act or its Beneficial Ownership Information reporting requirements for U.S. citizens and domestic companies, and plans to issue a rule narrowing the scope to apply only to foreign reporting companies.
UPDATE 2/27/2025
While the second nationwide enforcement action was lifted by a Texas Federal Court on 2/17/2025 prompting FINCEN to set March 21, 2025 as the new BOI filing deadline for most reporting companies, FINCEN announced on 2/27/2025 that no fines, penalties, or enforcement action will be taken by FinCEN until the interim final rule becomes effective with the new filing due date. They announced that the interim final rule will be announced not later than 3/21/2025 – stay tuned!
UPDATE 1/24/2025
As of January 24, 2025, BOI reporting requirements continue to be temporarily suspended nationwide due to active federal court orders:
- While the Supreme Court on January 23, 2025 granted the government’s request to stay a nationwide injunction in Texas Top Cop Shop, Inc. v. McHenry, a separate nationwide order in Smith v. U.S. Department of the Treasury remains active, continuing to prevent enforcement of BOI reporting requirements.
FINCEN confirms that the reporting requirements are on hold and remain voluntary: Beneficial Ownership Information Reporting | FinCEN.gov
UPDATE 12/26/2024
🚨 Important Update: Corporate Transparency Act Enforcement On Hold Again
The Fifth Circuit Court of Appeals has just issued another pivotal ruling on the Corporate Transparency Act (CTA). Here’s what you need to know:
📍 Timeline:
Dec 3: District Court blocks CTA enforcement
Dec 23: Fifth Circuit temporarily allows enforcement
Dec 26: Fifth Circuit reverses course – enforcement blocked again
What this means: The preliminary injunction preventing FinCEN from enforcing the BOI reporting requirements is back in effect while the court considers the full merits of the case.
Key takeaway: While FinCEN’s extended January 13, 2025 deadline remains in place, enforcement of the CTA is currently blocked pending further court proceedings.
This is a developing situation – stay tuned for updates as the expedited appeal moves forward.
UPDATE 12/23/2024
The Fifth Circuit overturns the injunction and FinCen delays the deadline:
| Company Category | New Deadline |
|---|---|
| Companies created/registered before Jan. 1, 2024 | Jan. 13, 2025 |
| Companies created/registered between Sept. 4, 2024, and Dec. 23, 2024 | Jan. 13, 2025 |
| Companies created/registered between Dec. 3, 2024, and Dec. 23, 2024 | 21 days from original deadline |
| Companies created/registered on or after Jan. 1, 2025 | 30 days from creation/registration |
UPDATE 12/3/2024
On 12/3/2024, the US District Court for the Eastern District of Texas issued a nationwide preliminary injunction that puts the Corporate Transparency Act on hold for now (click HERE for a copy of the order).
It is important to note that this is not a final decision but rather the District Court’s decision to prevent enforcement of the law while the case is being litigated.
This means that small business owners will need to continue to monitor for further developments.
Given that the law impacts millions of small business owners and that the law’s compliance deadline of 12/31/2024 is fast approaching, it is certainly possible that the preliminary injunction will be reversed on appeal and even that the US Supreme Court may take up the matter.
An additional factor is whether the Justice Department will continue to pursue enforcement of the Corporate Transparency Act under the new Trump Administration, given that the law was first enacted by Congress, overriding a Presidential Veto by President Trump in his first term.
Updated 3/4/2024
The Corporate Transparency Act (CTA) is being challenged by a federal court, but it has not yet been ruled out. Visit here to learn more.
First, the Corporate Transparency Act (CTA) is effective beginning January 1, 2024 and it won’t directly impact self-directed solo 401k plans or self-directed IRAs because they are not created by filing a document with a secretary of state.
However, the CTA will impact IRA LLCs also known as checkbook IRAs, as well as Solo 40k LLCs where the solo 401k is the sole member of the LLC. CTA will impose beneficial ownership information (BOI) reporting requirements on both IRA owned LLCs and solo 401k owned LLCs.
Why Does this new BOI reporting Apply to IRA owned LLCs and Solo 401k owned LLCs?
The reason the new beneficial ownership information (BOI) reporting applies to IRA LLCs and solo 401k LLCs is because the managers of the IRA and solo 401k funded LLCs are the individuals who ultimately own or control the company. They will have to report the information to the Financial Crimes Enforcement Network (FinCEN). FinCEN is a bureau of the U.S. Department of the Treasury.
Twenty-three types of entities are exempt from the beneficial ownership information reporting requirements. FinCEN has published a list of exemptions and neither IRA owned LLCs nor solo 401k owned LLCs are included.
Companies required to report are called reporting companies.
How Do I Report for the IRA owned LLC or the Solo 401k owned LLC?
- Beneficial owners, or individuals who own or control at least 25 percent of a company or have substantial control over the company. For an IRA-owned LLC, the IRA owner is considered the beneficial owner. For a solo 401k owned LLC the solo 401k participant (trustee) is considered the beneficial owner.
- Company applicants, or individuals who directly file or are primarily responsible for filing the document that creates or registers the company.
- Reporting companies will have to report beneficial ownership information electronically through FinCEN’s website: www.fincen.gov/boi
- The system will provide the filer with a confirmation of receipt once a completed
report is filed with FinCEN.
When Do I Report?
- If your company was created or registered prior to January 1, 2024, you will have until January 1, 2025, to report BOI.
- If your company was created or registered on or after January 1, 2024, and before January 1, 2025, you must report BOI within 90 calendar days after receiving actual or public notice that your company’s creation or registration is effective,
whichever is earlier. - If your company was created or registered on or after January 1, 2025, you must file BOI within 30 calendar days after receiving actual or public notice that its creation or registration is effective.
- Any updates or corrections to beneficial ownership information that you previously filed with FinCEN must be submitted within 30 days.
What happens if I fail to report?
The willful failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in a civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Senior officers of an entity that fails to file a required BOI report may be held accountable for that failure.
More Guidance
For more guidance on this new required reporting see the following links from FinCEN.
- Corporate Transparency Act
- Beneficial Ownership Information (BOI) Reporting Requirements (31 USC 5336)
- BOI Regulations (31 CFR 1010.380)
- Beneficial Ownership Information Reporting Deadline Extension for Reporting Companies Created or Registered in 2024
- Use of FinCen Identifiers for Reporting BOI Information of Entities
- Deadline Extension (Proposed Regulation)
- BOI Reporting Requirements (Proposed Regulations)
- BOI Access and Safeguards and Use of FinCEN Identifiers for Entities (Proposed Regulations)
- Beneficial Ownership Information Reporting Rule Fact Sheet
- Small Entity Compliance Guide
- FAQs
BOI Solo 401k QUESTION
Transfer my IRA LLC to a Solo 401k QUESTION
I presume the LLC funded IRA is still open? If so, you need to return the funds from the LLC bank account back to the solo 401k, then file articles of dissolution for the LLC with the secretary of state, and then provide us with a curren IRA account statement and the IRA transfer-out form which you can obtain from the current IRA custodian and forward both to us so that we can assist with preparing the IRA transfer out form.
