The Van Gils Law Firm

03/27/2025

The latest alert from the Treasury Department issued yesterday. More succinct than the previous update and drives the point home more effectively. I guess no solace or compensation for those small businesses which previously expended time and money to comply?.... Of course not..

[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.

03/24/2025

Happy Monday everyone.

This is the Press Release issued by the Treasury Department last Friday.

Immediate Release
March 21, 2025
WASHINGTON––Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.

In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.

Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.

Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:

Reporting companies registered to do business in the United States before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
FinCEN is accepting comments on this interim final rule and intends to finalize the rule this year.

03/20/2025

So here we go again... and again... and again.... This thing is such a mess. So.... according to the latest bulletin from the Treasury Department, an "interim" final rule will be issued. Bottom line, no one will be fined, at least not yet. Small solace for the business public made to jump through hoops just to do the right thing as if owing your own business and being part of the greatest engine for our nation's economic growth is not difficult enough but I digress.... Here is the bulletin.

February 27, 2025

WASHINGTON––Today, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines. No fines or penalties will be issued, and no enforcement actions will be taken, until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed. This announcement continues Treasury’s commitment to reducing regulatory burden on businesses, as well as prioritizing under the Corporate Transparency Act reporting of BOI for those entities that pose the most significant law enforcement and national security risks.

No later than March 21, 2025, FinCEN intends to issue an interim final rule that extends BOI reporting deadlines, recognizing the need to provide new guidance and clarity as quickly as possible, while ensuring that BOI that is highly useful to important national security, intelligence, and law enforcement activities is reported.

FinCEN also intends to solicit public comment on potential revisions to existing BOI reporting requirements. FinCEN will consider those comments as part of a notice of proposed rulemaking anticipated to be issued later this year to minimize burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities, as well to determine what, if any, modifications to the deadlines referenced here should be considered.

02/25/2025

I haven't posted on this in a while. It would cause me to get into the weeds of a variety of cases but here's where we are. After a lot of wrangling in different courts across the nation, the injunctions are paused and the beneficial ownership reporting requirements are back in effect, with a new deadline of March 21 for most companies. You can read the full notice at fincen.gov. The safest thing to do is to register your beneficial ownership information report. This requirement is not looking like it will just easily go away and the fines are stiff.

01/02/2025

Hello all, we hope you had a terrific holiday season. So, while you were enjoying the holidays, what has been happening in the world of FinCen? Keeping track of FinCen requirements is like watching a frenetic tennis match. One day, last December 23rd, the injunction against enforcement is lifted but filing deadlines were extended – but wait– just three days later, the same court (U.S. Court of Appeals for the Fifth Circuit) which lifted the injunction reversed itself and reinstated the injunction just three days later. What does this mean for businesses? In the words of the great Yogi Berra “it’s deja vu all over again”. How can a business best protect itself from burdensome federal fines? Answer: File your Beneficial Ownership Information Report (BOIR). If it is offensive to you to voluntarily hand over sensitive personal information about the owners of your business to a federal agency which has substantial and intrusive enforcement tools, we understand. In that case, have your BOIR information ready so it can be filed immediately if the injunction is ever lifted again.

12/12/2024

Update: The Financial Crimes Enforcement Agency (FinCEN) of the U.S. Department of Treasury has acknowledged and confirmed that the injunction issued by the Eastern District Court of Texas on December 3, 2024 is effective and holds off enforcement of the required filing of beneficial ownership information reports (BOIR) by all companies which would otherwise be subject to the act. This includes companies formed in 2024 and those which will be formed in 2025. That said, the matter has been appealed. A friend and colleague of mine does not believe that the injunction will survive appeal. I am not so certain, but I advise clients not to rest on this issue.

While the enforcement of the CTA is on hold, all companies which would be required to report before the injunction should closely monitor all developments for further action by the District Court and the Fifth Circuit Court of Appeals and any further guidance from FinCen. At a minimum, information for reporting should be compiled and readied for input into the system. FinCEN has stated that during the pendency of the injunction, filing BOIR is voluntary. Companies which report would resolve their uncertainty in regard to the CTA.

12/05/2024

There has been a lot of talk and consternation about the mandatory filing of a Beneficial Ownership Information Report (BOIR) with the Financial Crimes Enforcement Network (FINCEN) of the U.S. Treasury Department. There were severe penalties for non-compliance. Just two days ago, the United States District Court for the Eastern District of Texas issued a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (CTA) which mandates the BOIR filing. The longer-term implications are unclear and personally I have only had time to quickly peruse the Court’s 79 page opinion. The bottom line is that no business is CURRENTLY required to comply. This ruling has been issued just four weeks before the deadline mandated by the CTA. For now, if you have not filed, there is nothing you need to do except to monitor the situation. I will be posting again when there are new developments.

Call now to connect with business.

11/21/2024

Congratulations to Jennifer and T.C. Robinson on being named Entrepreneur of the Year by the Fauquier County Chamber of Commerce. You are a true all-American success story. At times the struggles seemed insurmountable and truly disheartening. Through sheer hard work and “nose to the grindstone” work ethic you prevailed. Now, by your determined growth of Denim & Pearls and now also, Licorice Pizza, you anchor one side of Warrenton’s Main Street. In the way of fun, good food and live entertainment, you have injected economic development where it is sorely needed to help preserve the iconic, unique and authentic nature of Warrenton. As always, you know how to reach me.

08/29/2024

Just a quick tip here folks, because it has come to my attention that this keeps happening-- When you apply for an Employment Identification Number (EIN), do not look for the application on a general search engine. Go to the IRS web site at irs.gov and then search for it. Otherwise, you could get a host of companies who will happily get your EIN for you but charge you. I've heard of fees upwards of $400 for something that should be FREE! As you know, out there on the Internet, what looks like a duck and quacks like a duck is not always a duck.

07/21/2023

The Fauquier community lost a beloved family member. The stories being shared about the impact of Pablo Teodoro are moving. Pablo was our dear friend. We mourn his loss yet we are inspired by all he has done. The impact small business owners have in the towns across America is vital. Not just important but vital. Operating the business of Great Harvest on Warrenton’s Main Street was not easy for Pablo. There were struggles. It would have been easy for Pablo to close shop and work for someone else. He was so talented and likeable. He could have worked in many places but he did not. He chose to stay – and – he made a positive, loving difference in the lives of so many. Those he befriended have been forever touched by his kindness. Those he employed learned life long lessons making them better people. Please, please, please support your local small businesses. Just look at what one small business has done. Rest easy our friend, beautiful Warrenton has got you. We will not let you go.

06/12/2023

We want to make it clear that there are no stupid questions. We will do our best to steer anyone in the right direction who calls but a call this morning was "interesting". A caller assumed we handled divorces because Bert has, from time to time, been a wedding officiant. Not the case. What Bert has helped put together, can best be torn asunder by someone else.

09/06/2022

We are making some changes. For not the phone line is out of order. Best way to get in touch is email [email protected].