On March 2, 2025, the U.S. Department of Treasury announced that it will suspend enforcement of penalties and fines related to beneficial ownership information (BOI) reporting under the Corporate Transparency Act (CTA) for U.S. citizens or domestic reporting companies or their beneficial owners. This announcement leaves the current reporting deadline of March 21, 2025, intact. Additionally, the Treasury’s announcement stated that it will issue a “proposed rulemaking” that will limit the BOI reporting requirements to foreign reporting companies only. No timing for proposing the rule was given, though the Financial Crimes Enforcement Network (FinCEN) stated on February 27, 2025, that an interim final rule will be issued no later than March 21, 2025. The interim final rule is expected to further extend the BOI reporting deadlines.
A few takeaways from these announcements:
- The Department of Treasury announcement suspends enforcement of penalties or fines against the stated parties, but does not (yet) terminate or amend the current BOI reporting rules. The current reporting deadline of March 21, 2025 remains in place.
- Any proposed Treasury rule limiting the CTA to foreign reporting companies will not change the actual law, which actual law (i) applies to both domestic and foreign reporting companies, (ii) provides for civil and criminal penalties for willful violations, and (iii) provides for civil and criminal penalties that may be imposed on any person knowingly disclosing or using the BOI reported to FinCEN in an unauthorized manner.
- If FinCEN issues an interim final rule on or prior to March 21, 2025, the reporting deadline for some or all companies may be extended.
- Reporting companies should be prepared to file BOI reports under the CTA by March 21, 2025.
- The Treasury’s declaration that there will be no enforcement against “U.S. citizens” raises additional questions because individuals are not required to report directly, only as beneficial owners or control persons of reporting companies. This raises the question of whether U.S. citizens who are beneficial owners or control persons of foreign reporting companies will be shielded from penalties and fines for not providing their information to a foreign reporting company that is required to report. Each of those matters is yet to be resolved.
We will provide further updates as they unfold, including any guidance or updates from FinCEN regarding this announcement. For more information about the CTA, please visit our Corporate Transparency Act Resource Center.
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