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On February 27, 2025, the U.S. Treasury's Financial Crimes Enforcement Network (FinCEN) updated their guidance on the filing of Beneficial Ownership Information (BOI) reports required by the Corporate Transparency Act (CTA). 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 BOI reports pursuant to the CTA 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.
According to FinCEN, 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.
By no later than March 21, 2025, FinCEN has stated that it 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 stated that it 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.
Prior to this announcement, FinCEN had stated that the deadline for filing BOI reports would have been March 21, 2025. But in view of this current guidance, it appears that deadline will be extended while FinCEN engages in a proposed rulemaking.
Should you need any additional information related to the CTA, please contact one of our attorneys with expertise in the Corporate Transparency Act:
Additional updates related to BOI reporting can be found here - https://www.fincen.gov/boi
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