Voluntary filings for beneficial ownership information (BOI) keep rolling in even as the federal government defends challenges against the Corporate Transparency Act (CTA), the anti-money-laundering law authorizing the rule.
According to the Treasury Department’s Financial Crimes Enforcement Network (FinCEN), nearly 4.5 million filings were made between Dec. 3 and January 16.
Filings continue at a steady pace in 2025. About 800,000 were made from Jan. 2 through Jan. 16, which a FinCEN spokesperson said matched the pace of filings between last summer and November, when applications began spiking. By Jan. 16, the BOI report website had received more than 14.5 million filings since its January 2024 launch.
The BOI reporting rule was created in 2022 to help the federal government fight money laundering, tax evasion, and related crimes, then-Treasury Secretary Janet Yellen said in a statement at the time. The rule requires companies, with some exceptions, to report the name, address, and date of birth, as well as the number on an official ID (such as a driver’s license or passport) for “the individuals who ultimately own or control the company,” according to FinCEN.
When it first published the BOI reporting rule, FinCEN estimated that 32.6 million entities would be required to file in 2024, which means it reached nearly 50% compliance despite challenges to the rule throughout the year, including a March federal district court ruling that stayed the requirement for its plaintiffs.
“Let’s just file it.” Sean Flynn has helped businesses file their BOI reports with SingleFile, a software compliance company he cofounded and where he is chief legal officer. Many clients filed their reports even after the injunction made it voluntary, he told CFO Brew. They might have spent months analyzing who controls and/or owns what percentage of all the entities under their business, only for the injunction to make it voluntary (for now).
“For many of them,” Flynn said, their perspective was, “we invested all this effort, and we don’t want to have to come back to this again and get ourselves up to speed. Let’s just file it, be done with it, and move on to the next thing.”“That is a perfectly rational reaction,” Flynn said, “and we see that a lot.” Meanwhile, some other SingleFile clients have been waiting for a potential ruling that strikes down the CTA for good, but “just have things kind of teed up and on standby.”
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On paper vs paperwork. Thomas Niederkofler, a partner in asset management for Pacific Current Partners, filed the last of the real estate syndicate firm’s dozens of BOI reports around November, before the injunction. “I kind of wish I had known earlier that there were challenges,” he said.
“I think it’s a good idea for the government to track who’s behind entities in the United States,” he told CFO Brew. “I don’t have any problem with the idea of the law, but it is very complicated, especially with more complex private equity entity structures, to answer questions that require the use of judgment. It isn’t cut and dried who has substantial control. And there’s certainly not enough case law or guidance out there from FinCEN that makes these easy questions to answer.”
What’s next? On Dec. 31, the Justice Department filed an appeal to the Supreme Court, asking SCOTUS to undo or “narrow” the injunction, which it called “vastly overbroad,” according to the Wall Street Journal, which said the high court “is expected to rule soon.”
If the government prevails, it’s not clear how much time businesses will have to file their BOI reports, though it might not be much: When the injunction was paused on Dec. 23, FinCEN extended its year-end deadline by 13 days before the law was put back on hold on Dec. 26.
President Donald Trump’s position on the CTA is not clear. The bill was passed as part of a late 2020 defense-spending package that Trump unsuccessfully vetoed for unrelated reasons. Now, he could tell the Justice Department to stop defending the government’s case, though an expert previously told CFO Brew that was unlikely to happen. The White House did not respond to CFO Brew’s request for comment.