Updated Feb. 28, 2025: FinCen announced yesterday that it will not take any enforcement actions against businesses for their failure to file their beneficial ownership information by March 21 in compliance with the Corporate Transparency Act. Instead, FinCEN stated that by March 21 it “intends to issue an interim final rule that extends BOI reporting deadlines.” CDA will keep members informed about developments.
Updated, Feb. 25, 2025: The Corporate Transparency Act is back in effect — for now — after a federal judge in Texas last week overturned an injunction that prevented the U.S. Treasury’s Financial Crimes Enforcement Network from implementing the act.
The latest action means that owners of dental practices and other small businesses with fewer than 20 employees are required to report their beneficial ownership information to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network in compliance with the act. Sole proprietors are exempt from the reporting requirement, and some companies qualified for filing extensions.
FinCEN began accepting the reports, called beneficial ownership information reports, from employers in January 2024. Businesses that existed prior to 2024 originally had until Jan. 1, 2025, to submit the reports, while businesses that formed in 2024 or subsequent years originally had 90 days from business creation or registration to comply with the reporting requirement.
However, enforcement of the Corporate Transparency Act has met multiple legal challenges that have made compliance voluntary since early last December. Those challenges have pertained strictly to the reporting deadline rather than to the substance of the act.
And now, legislation advancing through Congress would, if passed, delay the filing deadline to Jan. 1, 2026, for businesses created before 2024. CDA has been encouraging member dentists who haven’t already filed their BOIs to do so voluntarily to avoid short-notice filing windows. Although Congress may pass the bill next month, CDA still encourages dentists who haven’t filed to do so now to achieve compliance.
The purpose of the Corporate Transparency Act, enacted with bipartisan support in 2021, is to curb illicit finance, such as money laundering, drug trafficking and corruption.
Reporting is not an annual requirement; sole proprietors are exempt
Sole proprietors are not required to comply with the Corporate Transparency Act. Certain other entities, including government authorities, banks and public utilities, are exempt from the act’s reporting requirements.
Additionally, FinCEN states that some reporting companies were granted later filing deadlines. “For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should follow the April deadline, not the March deadline.”
Business owners will qualify for the “large operating company” exemption if they employ more than 20 full-time employees in the U.S. and filed a previous year’s income tax return demonstrating more than $5,000,000 in gross receipts or sales.
The beneficial ownership report must only be filed once unless the business has a change of ownership, in which case an updated report must be filed within 30 days.
Be aware of fraudulent attempts to solicit information
Dentists and other small-business filers should note that an alert posted on the FinCEN website reads: “FinCEN has been notified of recent fraudulent attempts to solicit information from individuals and entities who may be subject to reporting requirements under the Corporate Transparency Act.” Filers are urged not to respond to any correspondence that asks recipients to click on a URL or scan a QR code.
Beneficial ownership information FAQ
FinCEN has frequently asked questions on the reporting process, reporting exemptions, how to submit initial and updated reports, and more.
Also, the CDA-member resource Dental Incorporations — What You Need to Know outlines the dental corporation’s legal requirements and describes how a corporation differs from a sole proprietorship.
