Only a week after announcing a new deadline of March 21, 2025, for filings under the Corporate Transparency Act (CTA), the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced that it would not be issuing fines or penalties for companies that miss that deadline.
FinCEN’s latest announcement — coupled with one just three days later from the Treasury Department — raises a number of questions regarding both the current and future status of the CTA. The announcements also signal a clear intent on the part of the current administration to further delay the current March 21 filing deadline and to take steps to narrow the act’s scope. In particular, the announcements suggest an intent to enforce the act only against entities that it deems to be subject to foreign influence or ownership. Hopefully, FinCEN’s new interim final rule (promised by March 21) will bring more clarity for companies.
On February 27, FinCEN posted a press release stating that companies failing to file or update BOI information by current deadlines won’t face penalties or fines "until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed." FinCEN intends to issue an interim final rule that extends BOI reporting deadlines no later than March 21, 2025, as it recognizes "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."
Three days later, on March 2, 2025, the Treasury Department announced that, "not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either."
Importantly to note for companies, the Treasury Department added in its announcement that it "will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only."
In the meantime, FinCEN continues to accept filings on a voluntary basis. Entities that are not exempt from filing under the currently effective regulations and choose not to complete their filings by the March 21 deadline should closely monitor developments.
Information concerning the exemptions, the BOI and other information to be included in the filing, the filing process, and the penalties for noncompliance can be found in the prior Parker Poe client alerts about the CTA linked below:
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