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Yes, you read that right—the Beneficial Ownership Information (“BOI”) reporting requirements under the Corporate Transparency Act (“CTA”) are once again in effect. On February 17, 2025, a federal judge lifted the stay he had issued on January 7 in Smith v. U.S. Department of Treasury, which had temporarily halted the Government from enforcing BOI reporting requirements nationwide. This recent ruling eliminates all nationwide barriers that had been hindering the enforcement of the CTA. As a result, millions of businesses must now comply with BOI reporting requirements or face the risk of civil and/or criminal penalties.

Updated Deadlines
On February 18, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a notice outlining the following key updates: 

1. Most reporting companies, unless subject to a later deadline (such as disaster relief extensions), now have until March 21, 2025, to submit their initial, updated, or corrected BOI report to FinCEN.  
2. If FinCEN determines that additional time is needed for compliance, it will issue another notice before the March 21, 2025, deadline with any further changes.  
3. The named plaintiffs in National Small Business United v. Yellen are still not required to report their BOI to FinCEN at this time.

A Quick Recap: What is the Corporate Transparency Act? 
Enacted in 2021, the CTA is a federal law designed to combat financial crimes like money laundering, tax evasion, and fraud by enhancing business ownership transparency. It mandates that certain domestic and foreign entities disclose their beneficial owners—individuals who ultimately own or control the company—to FinCEN.

Who Must File Beneficial Ownership Information?
Entities designated as “reporting companies” must submit their BOI to FinCEN by March 21. This includes corporations, limited liability companies (“LLCs”), and similar entities registered with their state’s Secretary of State or an equivalent authority to conduct business. However, certain entities are exempt from BOI reporting requirements, including:  

1. Publicly traded companies which are already subject to SEC reporting requirements.  
2. Large operating companies that meet specific employee and revenue thresholds.
3. Certain regulated entities, such as banks and credit unions.

What Information Must be Filed
When completing the BOI Report, two sets of information must be submitted to FinCEN. First, the "reporting company" must provide details about itself. Then, the company must submit information about its beneficial owners.

Reporting companies will need to provide the following information: 

1. The reporting company’s legal name;
2. Tax identification number;
3. Jurisdiction of formation; and 
4. Current U.S. address. 

For their beneficial owners, reporting companies will need the following information: 

1. Full legal name;
2. Residential address;
3. A form of identification, which must be either a state issued driver’s license, a state/local/tribe-issued ID, a U.S. passport, or a foreign passport; and 
4. An image of the identification used in number 3 above. 

See our law bulletin for more details on reporting requirements. 

Where Can I File a BOI Report? 
Businesses can complete all BOI reporting by visiting the FinCEN website. There is no cost to file a BOI report. However, if a business engages a tax professional, attorney, or other third party to file a BOI report on its behalf, the business will be responsible for covering any professional fees associated with the preparation and submission of the report. 

Penalties. 
Noncompliance with the CTA and its BOI reporting requirements can result in substantial civil and/or criminal penalties, including:  

1. A daily fine of $591 (adjusted for inflation) for each day the violation persists.  
2. A criminal fine of up to $10,000 and/or up to 2 years of imprisonment.  

Looking Ahead: Ongoing Legal Challenges.
While current court rulings permit the CTA to proceed with its BOI reporting requirements, the legal battles are far from over. Several cases challenging the constitutionality of the CTA are still ongoing. Additionally, proposed legislation in both the House and Senate aims to repeal the CTA. H.R.425 and S.100, both titled the Repealing Big Brother Overreach Act, seek to fully overturn the CTA but have not yet made it through committee.

There has also been some movement on some recently proposed legislation that aims to extend the reporting deadlines under the CTA. The Protect Small Businesses from Excessive Paperwork Act of 2025 seeks to push the BOI filing deadline for most businesses to January 1, 2026. The bill has already passed the House of Representatives and has been introduced in the Senate and referred to the Committee on Banking, Housing, and Urban Affairs.

What Businesses Should Do Now.
With BOI reporting obligations reinstated, business should take immediate steps to comply: 

1. Determine if You Must Report. You can review our law bulletin or FinCEN’s website and resources to confirm whether your company qualifies as a “reporting company.” 
2. Identify Beneficial Owners. Gather the necessary information on individuals who own at least 25% of the company or exert substantial control over the company. 
3. Timely File Reports to Avoid Penalties. Submit BOI reports electronically via FinCEN’s secure filing system. 
4. Monitor Ongoing Legal Developments. Given ongoing legal challenges, businesses should stay informed about potential changes to the CTA’s enforcement. 

Final Thoughts
The Corporate Transparency Act is here to stay—at least for now. The federal government's ongoing efforts to enforce the CTA and its BOI reporting requirements highlight its commitment to corporate transparency and anti-money laundering initiatives. Companies should ensure they comply with their obligations to avoid costly penalties while staying alert to potential future legal changes.

It's time to catch up with OSU's Farm Office team for our monthly Farm Office Live webinar.  Join us this Friday, February 21 at 10:00 a.m. to hear legal and farm management updates for Ohio agriculture. Our line up this month includes these topics:

Traditional communication methods are a thing of the past. With instant access to email, social media, text messages, websites, and video calls, digital communication is now the primary way individuals and organizations connect. In this digital age, emojis have become a key form of expression. Traditional contracts, once reliant on handwritten signatures, have now expanded to include electronic signatures under federal and state law. But can a simple thumbs-up emoji or smiley face be seen as legally binding consent in a contractual agreement? Recent legal trends suggest that in certain circumstances, the answer may be yes. Producers should be aware of the potential legal risks emojis pose when negotiating a contract through digital communications.

Legal Landscape of Electronic Signatures

• Federal E-Sign Act: The Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), enacted in 2000, ensures that electronic records and signatures are legally valid, provided they meet certain requirements. The law explicitly states that electronic contracts and signatures cannot be denied enforceability solely because they are digital. Under the E-Sign Act, an electronic signature is broadly defined as any “electronic sound, symbol, or process” associated with a contract and executed with intent.
• Ohio’s UETA: Ohio has adopted the Uniform Electronic Transactions Act (“UETA”), which complements the E-Sign Act and provides additional guidance on electronic contracts within the state. UETA establishes that electronic signatures and records hold the same legal validity as their paper counterparts (with limited exceptions), as long as both parties have agreed to conduct transactions electronically. Like the E-Sign Act, UETA does not explicitly address emojis. However, given its broad definition of electronic signatures, emojis could qualify if used with the intent to agree to contract terms. 
• Industry Standards: Additionally, certain industries may have standards that deal with digital communications. For example, within the grain trade, a responsive emoji texted to a purchaser might be deemed sufficient “confirmation” under the National Grain and Feed Association’s (“NGFA”) Grain Trade Rules. These rules require written confirmation, which can be sent via postal mail, courier, or electronic means. Since the rules do not expressly exclude emojis as a form of electronic communication, their validity remains an open question.  

Judicial Treatment of Emojis and Digital Communications in Contract Law
While Ohio courts have yet to issue a definitive ruling on emojis as contractual acceptance, there is case law that addresses the issue of digital communications and the use of emojis to create a legally enforceable contract. 

• International Case Law: Although not a binding legal precedent, a notable case outside the U.S. has gained international attention. In South West Terminal Ltd. v. Achter Land & Cattle Ltd., the court addressed whether a farmer’s thumbs-up emoji in response to a contract image constituted acceptance. The court ruled that a legally binding contract was formed and held the farmer liable for breach. (See our original post on the South West case here). In December, a Canadian appellate court upheld this decision, finding that Achter Land & Cattle intended to enter into a contract with South West Terminal and that both parties had communicated and agreed upon the essential terms.
• U.S. Case Law: While no U.S. case law directly addresses whether a contract can be formed by the use of emojis as the court does in the South West case, there are examples of U.S. courts interpreting digital communications and the use of emojis within other traditional legal frameworks.
  • CX Digital Media, Inc. v. Smoking Everywhere, Inc.: The court held that an instant message exchange effectively modified a contract that contained a “no-oral modification clause.” 
  • In RE Bed Bath & Beyond Corporation Securities Litigation: The court ruled that a “full moon face” emoji contained within a tweet could plausibly mislead stockholders and could be a securities violation in some contexts.  
  • Lightstone Re LLC v. Zinntex LLC: The court determined that a factual dispute remained as to whether a thumbs-up emoji constituted a valid contract, preventing it from granting summary judgment on that basis (though summary judgment was granted for the plaintiff on other grounds). The court acknowledged that “even if such an electronic signature in the form of an emoji can create a valid contract, there still must be a meeting of the minds and an intent to be so bound.” 
  • Battle Axe Construction, LLC v. Hafner & Sons, Inc.: An Ohio court ruled that a series of emails met the requirements of Ohio’s Statute of Frauds, which requires certain contracts to be in writing.
  • N. Side Bank & Trust Co. v. Trinity Aviation, L.L.C.: An Ohio court determined that a series of emails between the parties included the necessary elements to form a legally enforceable contract.

What does this all mean? 
In summary, there is no clear answer (either in Ohio or nationwide) on whether an emoji can serve as an electronic signature and signify acceptance of a contract. However, as can be seen from the list of cases above, there is legal precedent establishing that digital communications can create a legally enforceable contract. 

If the issue of whether an emoji qualifies as an electronic signature arises, Ohio courts will likely consider the broad definition of electronic signatures under federal and state law. They will also evaluate the context of the digital communication between the parties, assessing whether all elements of contract formation are present and whether a party intended to accept the contract by sending an emoji.

How should you manage your digital communications?
Although digital communications and contracting are legally recognized, using emojis as evidence of contract formation remains challenging. Emojis can be ambiguous and open to interpretation. For instance, the fire emoji might signal excitement in one context but destruction in another. One party may interpret it as confirmation of a contract, while the other may intend it as a rejection of negotiations. This type of ambiguity will continue to pose an ongoing issue if emojis are allowed to be used as electronic signatures.

To help minimize the risk of misinterpretation when negotiating contracts digitally, consider these best practices: 

• Avoid emojis – While it may seem simple, refraining from using emojis helps prevent confusion over contract formation and reduces the risk of an emoji being interpreted as an electronic signature, lowering the chances of disputes or litigation. 
• Clarify intent if emojis are used – If the other party includes emojis in negotiations, follow up to ensure their intent is clear and unambiguous. Additionally, consider finalizing digital negotiations with a formal written contract.
• Establish employer guidelines – Employers should implement internal policies outlining how employees engage in contractual discussions via text, email, or social media to ensure clarity and consistency.

Final Thoughts 
As digital communication evolves, so too will legal interpretations regarding its use. The federal E-Sign Act and Ohio’s UETA provide a robust framework for recognizing electronic agreements, and courts may uphold emojis as valid expressions of contractual intent under the right circumstances. Nevertheless, the safest approach remains to use traditional contractual language alongside any digital expressions. When in doubt, always put it in writing—words continue to reign supreme in contract law.

This article marks the beginning of a new series, Principles of Government, where we explore key legal concepts shaping public discourse. Our goal is to provide a clear, unbiased, and nonpolitical explanation of these issues, allowing readers to form their own opinions on the social, political, and economic impacts. As new developments arise, we will continue expanding this series to keep you informed.

Tariffs have been a widely discussed issue recently, particularly as President Trump considers implementing new or increased tariffs on imported goods. More broadly, tariffs have played a central role in U.S. trade policy for centuries, shaping economic growth, international relations, and domestic industries. While they are often used to protect American businesses from foreign competition, tariffs can also lead to higher prices for consumers and retaliatory measures from other countries.

Agriculture, in particular, has long been sensitive to tariffs. Farmers and agribusinesses rely on imported equipment, fertilizers, and other inputs, meaning tariffs can raise production costs. At the same time, American agricultural products exported abroad can be subject to retaliatory tariffs, making them more expensive and less competitive in foreign markets. Understanding how tariffs work, who pays them, and the legal authority behind their implementation is crucial for assessing their broader economic and political impact. In this article, we will break down the fundamentals of tariffs, their role in U.S. trade policy, and the source of authority to impose tariffs.

What Is a Tariff?

A tariff is a tax or duty imposed by a government on imported goods. Tariffs serve several purposes, including generating revenue for the government, protecting domestic industries from foreign competition, and sometimes serving as a tool in international trade negotiations. When a country imposes tariffs, it raises the cost of imported goods, making domestically produced alternatives more competitive. Tariffs are typically applied as a percentage of the value of the imported goods but can be a fixed amount per unit of goods.

Who Pays the Tax on a U.S. Tariff?

When the U.S. imposes a tariff on imported goods, the tax is paid by the importer of record, typically a U.S. company or individual bringing the goods into the country. The foreign exporter does not pay the tariff directly. Instead, the importer must pay the tariff before the goods clear customs.  To offset this cost, the importer may either pass it on to consumers through higher prices or absorb it, reducing their profit margin.

Where Does the Tax Go?

The tariff revenue collected by U.S. Customs and Border Protection is deposited into the U.S. Treasury's general fund. This money is not earmarked for a specific program but becomes part of the government’s overall revenue, which can be used for federal spending, such as infrastructure, defense, or social programs.

Example

U.S. Flour Co. purchases wheat from Canada Wheat Co. for $1 million. The U.S. government imposes a 25% tariff on all Canadian wheat imports. As a result, U.S. Flour Co. must pay an additional $250,000 in tariff duties to U.S. Customs and Border Protection before the wheat can clear customs. This increases the total cost of the imported wheat to $1.25 million, which U.S. Flour Co. may either absorb or pass on to consumers through higher prices.

What is the Purpose of Tariffs?

The U.S. imposes tariffs for several key reasons, each serving different economic, political, and strategic objectives. These include:

1. Protecting Domestic Industries

Tariffs make imported goods more expensive, helping domestic producers compete with foreign competitors. This protection is particularly useful in industries where lower-cost imports might otherwise drive U.S. companies out of business.

2. Generating Government Revenue

Historically, tariffs were a primary source of federal revenue before the income tax was established. While less significant today, tariff revenues still contribute to the U.S. Treasury’s general fund and help finance government operations.

3. Addressing Trade Imbalances

By making imports more expensive, tariffs can reduce reliance on foreign goods and encourage domestic production. This can help address trade deficits by limiting the amount of money flowing out of the U.S. to pay for imports.

4. Retaliating Against Unfair Trade Practices

Tariffs are often used as a tool to respond to unfair trade practices, such as subsidies, dumping (selling goods below market value), or intellectual property theft by foreign nations.

5. Protecting National Security

Certain tariffs are imposed to safeguard industries critical to national security, such as steel, aluminum, and semiconductor manufacturing.

6. Strengthening Foreign Policy and Diplomacy

Tariffs can be used as a foreign policy tool to pressure other countries into trade negotiations or compliance with international agreements. They can also serve as leverage in broader geopolitical strategies.

What is the Legal Authority to Impose Tariffs?

The power to impose tariffs in the United States originates from the U.S. Constitution. Specifically, Article I, Section 8, Clause 1 grants Congress the authority "to lay and collect Taxes, Duties, Imposts and Excises." Additionally, Clause 3 of the same section, known as the Commerce Clause, gives Congress the power to "regulate Commerce with foreign Nations."

While Congress has the constitutional authority to impose tariffs, it has delegated much of this power to the executive branch through legislation. Several key laws provide the legal foundation for U.S. tariff policy:

• The Tariff Act of 1930 (Smoot-Hawley Tariff Act) – This law, originally designed to protect American industries during the Great Depression, set high tariff rates on many imported goods. Although many of its tariffs have been reduced over time, the law remains a foundation for U.S. trade policy.
• Section 232 of the Trade Expansion Act of 1962 – This law allows the President to impose tariffs on imports that threaten national security.
• The Trade Act of 1974 – This legislation provides the President with the ability to negotiate trade agreements and adjust tariffs, particularly in cases involving unfair trade practices by foreign nations.

So, while the authority to impose tariffs is exclusive to Congress in the Constitution, Congress has ceded at least some of its power to the President.  

Conclusion

Tariffs play a significant role in U.S. trade policy, serving as tools for economic protection, revenue generation, and international diplomacy. While they can shield domestic industries and address unfair trade practices, they also have broader consequences, such as higher consumer prices and potential trade disputes. Understanding the legal framework behind tariffs helps clarify how and why they are implemented.

As we continue our Principles of Government series, we will explore more fundamental legal concepts that shape national and global policy, providing you with the knowledge to assess their impacts for yourself.