Little Health Law Blog
Our healthcare and business law firm advises many medical practices on federal, state, and local compliance matters. One compliance question our clients are curious about is the status of the Corporate Transparency Act’s requirements. Our firm previously posted The Corporate Transparency Act Reporting Rule on August 12, 2024, which gives an overview of the reporting requirements of beneficiary ownership information (“BOI”) under the Corporate Transparency Act (“CTA”). On March 26, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an Interim Final Rule exempting U.S. companies from reporting BOI to FinCEN, and this post discusses the Interim Final Rule. If you need assistance with ensuring your healthcare-related business is compliant or would like to discuss this blog post, you may contact our healthcare and business law firm at (404) 685-1662 (Atlanta) or (706) 722-7886 (Augusta), or by email, info@littlehealthlaw.com. You may also learn more about our law firm by visiting www.littlehealthlaw.com.
Background
Before the March 26, 2025 Interim Final Rule, certain U.S. companies were required to report their BOI to FinCEN under the CTA. These reporting requirements were intended to identify certain activities within a company, including tax fraud and money laundering. U.S. companies that were considered “domestic reporting companies” were required to file BOI reports with FinCEN. “Domestic reporting companies” included corporations, limited liability companies, etc. that were created by filing documents with a secretary of state. The CTA had several exemptions that applied primarily to bigger U.S. companies, so most of these “domestic reporting companies” that were required to file BOI reports were small businesses, like many healthcare businesses that our firm represents.
These BOI-reporting requirements were also burdensome for employers. BOI reports contained swaths of personally identifiable information, including legal names, dates of birth, residential and business addresses, U.S. passport numbers, etc. FinCEN found that assuming all BOI-reporting companies were small businesses, small businesses would spend 126.3 million hours filing BOI reports in the first year and 35 million hours filing BOI reports in the following years, which would amount to about $22.7 billion in filing costs in the first year and $5.6 billion in the following years. Beneficial Ownership Information Reporting Requirements, 87 Fed. Reg. 59,498, 59,585-86 (Sept. 30, 2022). As a result, several companies and associations filed lawsuits challenging the BOI-reporting requirements and the CTA, including a lawsuit filed in May 2024 by the National Federation of Independent Businesses (NFIB). On December 5, 2024, a Texas judge enjoined the U.S. government from enforcing the CTA and its BOI-reporting requirements. The U.S. government appealed the decision up to the Supreme Court, which stayed the decision, so the CTA is still in effect. While these court cases were ongoing, FinCEN extended the BOI-reporting requirements several times until March 21, 2025.
On March 26, 2025, FinCEN decided to exempt U.S. companies from reporting BOI because the agency found that the BOI-reporting requirements were burdensome for U.S. companies, especially small businesses, and were not useful in preventing financial crimes because most U.S. small businesses are legitimate. Beneficial Ownership Information Reporting Requirement Revision and Deadline Extension, 90 Fed. Reg. 13,688, 13,691 (Mar. 26, 2025).
Interim Final Rule
The Interim Final Rule took effect immediately on March 26, 2025, and exempts U.S. companies and their owners from reporting BOI to FinCEN. Foreign companies, however, are still required to report BOI to FinCEN.
What’s Next?
FinCEN is currently accepting public comments on the Interim Final Rule and intends to publish a final rule by the end of 2025. This could mean the BOI-reporting requirements may change and could even revert to the original BOI-reporting requirements for U.S. companies. For more information about the BOI-reporting requirements and updates about the Interim Final Rule, you can visit FinCEN’s website here.
If you need assistance understanding how the Interim Final Rule applies to your business or would like to discuss this blog post further, you may contact our healthcare and business law firm at (404) 685-1662 (Atlanta) or (706) 722-7886 (Augusta), or by email, info@littlehealthlaw.com. You may also learn more about our law firm by visiting www.littlehealthlaw.com.