In the most recent turn of events in the saga that is the Corporate Transparency Act (CTA), FinCEN has announced that although filings remain technically required it will not issue any fines or penalties or take any other enforcement action against any companies that fail to file beneficial ownership information (BOI) reports by the current March 21, 2025, deadline. In a release dated February 27, 2025, FinCEN stated that they intended to issue an “interim final rule” no later than March 21 that would extend BOI reporting deadlines (with no indication as to the length of any such further extension). FinCEN also indicated that further rulemaking will occur later this year that would provide new guidance and clarity and minimize the burden on small business. Full text of the FinCEN release follows:
FinCEN Not Issuing Fines or Penalties in Connection with Beneficial Ownership Information Reporting Deadlines
Immediate release: February 27, 2025
WASHINGTON––Today, 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 beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act 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. 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.
No later than March 21, 2025, FinCEN 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 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.
We are following developments related to the CTA, and plan to provide further updates. If you have any questions related to the CTA, please reach out to your SGR attorney or any of the individuals listed below.
- Tom Hong (Atlanta/Austin/Charlotte)
- Brett Lockwood (Atlanta/Austin/Charlotte)
- Eric Breitman (New York/Washington D.C.)
- Ken Crane (Chicago)
- Adam Buss (Jacksonville/Miami/Tampa)
- Peter Rho (Los Angeles)
- Ben Graham-Evans (London)
- Michael Kraus (Atlanta – German Practice)
- Stefan Buske (Munich)
- Nicola Fiordalisi (Milan – Italian Practice)
To read more about the CTA, CLICK HERE.
***Updated as of February 28, 2025