A beneficial owner is any individual who, directly or indirectly, exercises substantial control over a reporting company or owns or controls at least 25% of a reporting company.

Under FinCEN’s new regulation, only the information of non-U.S. beneficial owners of foreign based entities registered to do business in the United States needs to be reported.

NFIB’s lawsuit to permanently eliminate the CTA, and BOI reporting, is ongoing. On December 3, 2024, a federal court in Texas agreed with NFIB that the law was likely unconstitutional.

The government has appealed that decision, and we are waiting for the federal appeals court to determine the appeal schedule.

For now, BOI reporting for U.S. companies and U.S. persons is temporarily dead. FinCEN is asking for comments on its new regulation, and its final regulation issued after receiving comments could change the landscape of BOI reporting yet again. Additionally, unless a Court strikes down the CTA, or Congress permanently repeals it, there is a possibility of a future administration bringing back BOI reporting for U.S. companies and persons.

On BOI reporting, nothing.

Now is not the time to get complacent. For those small businesses that haven’t already, they should send a message (using the Take Action alert above) to their lawmakers in the U.S. House and Senate urging them to support the Repealing Big Brother Overreach Act, legislation that would permanently repeal the CTA.

NFIB’s statement on the new guidance makes clear that we will continue to push Congress for a permanent repeal of the CTA and will urge FinCEN to immediately destroy all BOI data already submitted by America’s small businesses.