FinCEN BOI – File or Not?

December 29, 2024

The on-again off-again nature of the Corporate Transparency Act makes it a little uncertain whether you HAVE TO file your BOI (Beneficial Ownership Information) or not. Right now, not.

I had to do a bit of a deep dive onto several legal websites, into court cases, and the BOI site. Here’s the timeline, starting from the beginning.

2021

January 1 – Corporate Transparency Act passed into law. It specifies beneficial ownership information reporting requirements and gives an effective date of December 28, 2024. Note that it covers a lot more than just the beneficial ownership information reporting.

2022

September 30 – Final rule issued covering how the BOI reporting will work. Several subsequent amendments were made. Required date for filing beneficial ownership information set to January 1, 2025 for companies in business as of January 1, 2024. After January 2025, businesses must report within 30 days of creation.

2023

Court cases challenging the constitutionality of the Corporate Transparency Act filed in various jurisdictions.

2024

March 1 – U.S. District Court for the Northern District of Alabama entered a judgement that the Corporate Transparency Act was beyond Congress’ constitutional power.

March 11 – U.S. Department of Justice, on behalf of the Treasury Department, filed a Notice of Appeal.

December 3 – U.S. District Court for the Eastern District of Texas entered an injunction stopping enforcement of the Corporate Transparency Act and athe BOI Reporting Rule. Filing is not required.

December 5 to 17 – The government filed various appeals with the U.S. Fifth Circuit Court of Appeals to lift the injunction.

December 6 – FinCEN posted on the BOI page that companies are not required to file beneficial ownership information and will not be subject to penalties while the court order remains in force.

December 23 – Fifth Circuit Court removes the hold on the injunction. FinCEN extended the deadline to January 13. Filing is required.

December 26 – A panel of the Fifth Circuit Court reverses the decision and the hold on the injunction was reinstated. Filing is not required.

Coming in 2025

The Fifth Circuit Court has issued an expedited schedule, which has oral arguments set for March 25, 2025. Sometime (weeks or months) after that they will make a decision.

Meantime, other court cases are likely working their way through the court system. Based on all the back-and-forth in the courts, there is a chance it may go to the Supreme Court. It could drag out for a long time before it’s finally settled. During that time, the hold may come or go depending on the various court decisions.

What to do now?

As of right now, there is a hold on the filing requirement – you don’t have to file. However, voluntary submissions are being accepted.

So — you could register now and get it over with and not have to worry about it anymore… or you could wait and then keep an eye on the court cases and notifications and then file when you have to.

My personal OPINION (definitely not legal advice) would be to file now and just get it over with. That way you don’t have to worry about it anymore. To me, peace of mind and one more thing off my radar trumps the minor hassle of filing some information that they could find out anyway.

Comments

4 responses to “FinCEN BOI – File or Not?”

Pam Mitchell

January 4, 2025

As Always, You are right!

Reply
JACKALYN NOWAL

January 3, 2025

I filed mine before the deadline. So thankful for your blogs though Marie.

Happy New Year 😊

Reply
Pam Mitchell

January 3, 2025

Oh, My Dearest Marie,

We were happy to read of the Fifth Circuit Court reversing the decision on BOI, mainly because of the paperwork requires and the time it takes out of our already exhausting schedule to fill out said paperwork.

Short-lived joy! !!!

It lasted a happy for 24 hours. We received notice from google within moments of the fifth Circuit decision that they needed us to fill out the following form by February 1, 2024. It appears to be nearly an identical form.

Here is stated notice we received:

Complete advertiser verification by February 01, 2025 to keep running ads

To ensure a safe, trustworthy ad experience for our users, Google requires advertisers to complete a multi-step advertiser verification program. Learn more about verification

Now, it’s your turn to help build a more transparent and safe web To keep ads running, you must verify the Google Ads account ZZZ_My business Account name, Number which is paid for by your payments profile My Name, My number. A user of the Ads account, My Name asked to send this request.

What you may need for verification

Your personal identification
Proof of organization documents
See which documents you may need

All information provided will be stored in keeping with our industry-standard security practices and deleted after verification. Learn how we protect your data

What happens after verification
After verification, your ads will feature a disclosure listing the advertiser’s name and location (usually, just their country), building people’s trust in the ad content they see.

We know it can feel odd to be asked to verify, especially if you’ve been using Google Ads for years. But user safety and transparency demands we verify our advertisers, even those who’ve been with us from day one.

Thanks,

The Google Ads Team

This email was sent to update you about your Google Ads account.

Google
© 2025 Google LLC
1600 Amphitheatre Parkway,
Mountain View, CA 94043

Here are the Document requirements for advertiser verification needed to summit.

Google requires advertisers to complete identity verification as part of the advertiser verification program.

For identity verification, advertisers may be required to submit one of the acceptable documents listed below based on the location their organization is registered in, or resident in if they are an individual.

Note: The documents required are based on your account type “organization” or “Individual”. You can check your “Account type” in your Google Ads payments profile via the “Settings” page for “Billing & Payments”. If your “Account type” is “Individual”, but you need to verify as an organization or vice versa, contact us before starting the verification process. These documents are required for the successful completion of the verification process.

When submitting a government-issued photo ID, ensure that:

The ID is valid (not expired)
The image is in color, not black and white
The image is clear and well lit
The image should not be a photocopy

Registration documents:

Any document, notice, or letter either issued by the IRS or stamped by the IRS that states your Organization name. Some examples are CP575, 147C, CP299, 988, 937, 1050, 5822 etc.
Forms submitted to the IRS will only be accepted if a copy of the form is available on the IRS website. Some examples are Forms 8871 and 990.
Certificate of Business Incorporation issued by the state where you conduct business activities that states your Organization name
Your most recent SEC filing (e.g., 10-K, 10-Q or 8-K forms) that state the Organization name
Business credit reports that state your Organization name from Experian, Equifax, or TransUnion
Only for government departments and agencies: an official letter including full name, address and date

Authorized representative’s government-issued photo ID:

Passport
State identification
Driving license
Permanent resident card or Green card

An authorized representative is an admin of the Google Ads account and/or the payments profile paying for the ads. The government-issued photo ID can be issued in any country.

Individuals must submit a US government-issued photo ID as part of the verification program. Acceptable documents include:

Passport
State identification
Driving license
Permanent resident card or Green card

Marie,
There is page after page of this for a small company such as mine it overwhelms the free moments we have with paperwork. I respect the fact that in some way Google is trying to product the public, of which I am a member, but
GEE wizzy, I am super busy.

In closing, and I could go on, but you being who can already see the red tape.

I Love your blog.
Pam

Reply
1. Marie Gale
  
  January 4, 2025
  
  Wowzer. On the one hand, it does seem excessive. On the other hand, it’s nice to know that when I see ads for political ads, requests for donations, finacial services, health related products, or “too good to be true” products or services I can find out who the actual advertisers are.
  
  Reply