BOI Reporting Update: Federal Court Rulings and Which Companies May Still Need to File

Over the last year, Beneficial Ownership Information (BOI) reporting requirements have been one of the most discussed compliance issues for small business owners across the United States. However, recent federal court rulings have significantly changed how these rules apply.

As a Miami Lakes estate planning and business attorney, I frequently advise business owners, real estate investors, and entrepreneurs who formed LLCs or corporations for asset protection or estate planning purposes. Many are understandably confused by the rapidly changing legal landscape surrounding BOI reporting.

Below is a clear explanation of the latest developments and which companies may still need to file.

What Is BOI Reporting?

BOI reporting was created under the Corporate Transparency Act (CTA), a federal law passed in 2021 to combat financial crimes such as money laundering and the misuse of anonymous shell companies.

The law required certain business entities to disclose information about their beneficial owners, generally individuals who:

• Own 25% or more of the company, or
• Exercise substantial control over the entity.

The information would be submitted to the Financial Crimes Enforcement Network (FinCEN) and stored in a federal database accessible to certain government agencies and financial institutions.

For many small businesses, this represented the first time federal law required disclosure of ownership information for privately held companies.

Federal Court Rulings Changed the Landscape

In 2024, a federal court issued a significant decision in National Small Business United v. Yellen, holding that the Corporate Transparency Act exceeded Congress's constitutional authority in certain respects.

As a result of that ruling and subsequent legal challenges: The federal government has taken steps to modify enforcement policies.

Because of these developments, many small businesses that initially believed they needed to file BOI reports are no longer required to file.

Update directly from FinCen Website: 

ALERT [Updated March 26, 2025]:
All entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners are now exempt from the requirement to report beneficial ownership information (BOI) to FinCEN. Existing foreign companies that must report their beneficial ownership information have at least an additional 30 days from March 26, 2025—until April 25, 2025, for most companies—to do so. For more information, see press release and alert.

Which Companies May Still Need to File?

Business attorney reviewing regulatory compliance documents related to BOI reporting requirements.

Despite the constitutional challenges, BOI reporting requirements have not been completely eliminated.

Certain companies may still be required to file depending on:

• Future court rulings
• Regulatory guidance issued by FinCEN
• Whether the company falls within specific categories

Foreign Companies should continue monitoring the rules.

Even if filing is currently paused or limited, the law could become fully enforceable again if appellate courts reverse earlier decisions.

Companies Commonly Exempt from BOI Reporting

Even before the court rulings, the Corporate Transparency Act included 23 categories of exemptions.

These exemptions typically applied to companies that were already heavily regulated.

Examples include:

• Publicly traded companies
• Banks and credit unions
• Insurance companies
• Registered investment advisers
• Tax-exempt nonprofit organizations

Large operating companies may also qualify for an exemption if they meet all of the following:

• More than 20 full-time employees
• More than $5 million in annual revenue
• A physical office in the United States

Most small family businesses and real estate holding LLCs, however, did not qualify for these exemptions under the original law.

Why This Matters for Florida Business Owners

Florida has one of the highest numbers of LLCs used for real estate ownership, asset protection, and estate planning.

Many of these entities were formed specifically to:

• Protect assets
• Separate liability
• Facilitate family estate planning

Because of this, Florida entrepreneurs were among the most affected by the Corporate Transparency Act.

Now that the courts have intervened, the reporting obligations remain uncertain and subject to change, which is why legal guidance is important.

BOI Reporting and Estate Planning Structures

Another issue arises when trusts or estate planning vehicles own business entities.

In those situations, determining beneficial ownership may require analyzing:

• Trustees
• Trust beneficiaries
• Individuals exercising control over the company

These questions often intersect with estate planning, asset protection, and business structuring strategies.

At Gold Legacy Law, PLLC, I regularly work with clients to structure business entities in ways that support long-term planning while remaining compliant with evolving federal regulations.

Final Thoughts

BOI reporting requirements under the Corporate Transparency Act have undergone major changes due to federal court rulings. Many businesses that initially expected to file reports may not currently be required to do so while the litigation continues.

However, the legal landscape is still evolving, and the rules could change again depending on future court decisions.

Business owners should continue monitoring developments and reviewing their company structures to ensure compliance if reporting requirements are reinstated.

Disclaimer: This article is provided for informational purposes only and does not constitute legal advice. Reading this content does not create an attorney-client relationship between you and Gold Legacy Law. For legal advice regarding your personal situation, please contact our office to schedule a consultation.