A federal district court recently found that the Corporate Transparency Act (CTA), which mandated BOI filings, is likely unconstitutional. They issued an order prohibiting enforcement of the CTA, as a result, companies are not currently required to file beneficial ownership information and are not subject to liability if they fail to do so while the order remains in force. That said, the decision is likely to be appealed and could be reversed.

The Beneficial Ownership Information (BOI) filing is a requirement under the Corporate Transparency Act (CTA) that mandates certain entities to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). This initiative aims to enhance transparency and combat financial crimes such as money laundering and tax evasion.

Entities required to file BOI reports, known as "reporting companies," include:

• Domestic reporting companies: corporations, limited liability companies, and other entities created by filing a document with a secretary of state or similar office in the US.
• Foreign reporting companies: entities formed under the laws of a foreign country that are registered to do business in the U.S. by filing a document with a secretary of state or similar office.

Certain entities are exempt from this requirement, such as publicly traded companies, many nonprofits, and certain large operating companies.

A recent court ruling suspended mandatory BOI filings, however, the decision is likely to be appealed and could be reversed. Since we offer BOI for free (see below), we recommend filing with us for peace of mind. Prior to the suspension, these were the deadlines:

• For companies created before 2024, the filing deadline is Jan 1, 2025.
• For companies created in 2024, the filing deadline is 90 days after creation.
• For companies created in 2025 and later, the filing deadline is 30 days after creation.

Failure to comply with BOI filing requirements can result in significant penalties, including civil penalties of up to $500 for each day the violation continues, and criminal fines up to $10,000 and imprisonment for up to two years. These penalties underscore the importance of timely and accurate reporting. Although these penalties are not currently being enforced, the decision could be reversed at any time.

Firstbase is the only platform providing $0 BOI filings for startups. Other platforms charge anywhere form $60 to $250 to file. We’ve streamlined the filing process so that we can help startups file at a fraction of the cost.

Simply subscribe to our $0 Agent Intro plan, and follow the steps we provide.