Corporate Transparency Act: FinCEN Will Not Enforce the CTA
On February 27, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced that it would not impose fines or penalties on companies for failing to file Beneficial Ownership Information (BOI) reports in accordance with the current Corporate Transparency Act (CTA) deadline of March 21, 2025. FinCEN is expected to release a new rule with new deadlines at a later date.
03.03.25
In recent months, the CTA underwent numerous delays and reinstatements of its enforceability and filing deadlines. In the latest update, FinCEN confirmed it will not enforce the CTA, or issue any fines or penalties, if reporting companies do not meet its most recent March 21, 2025, filing deadline. Instead, FinCEN is expected to release an interim final rule by that date, extending the BOI reporting deadlines, soliciting public comment on potential revisions to existing BOI reporting requirements and potentially revising the existing BOI reporting requirements.
Accordingly, FinCEN issued the following statement:
“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.
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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.”
On March 2, 2025, the Treasury Department also announced that it intends to narrow the scope of the CTA to foreign reporting companies:
“[The Treasury Department will 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. The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.”
A final decision regarding the constitutionality of the CTA remains subject to the pending expedited appeals with the Fifth Circuit. Oral arguments for Texas Cop Shop[1] are scheduled for April 1, 2025. Additionally, the CTA itself is subject to potential ongoing legislative changes.
For additional information or assistance regarding the CTA, contact Jon Katona, Patrick Murphy, Samantha Blank or Madison Mueller.
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For additional information on the CTA, please see our previous publications:
- Corporate Transparency Act: Back in Effect (Again)
- Corporate Transparency Act: Remains Unenforceable
- Corporate Transparency Act: Enforcement Halted (Again)
- Corporate Transparency Act: Back in Effect, with Deadline Extensions
- Corporate Transparency Act: Nationwide Injunction and Next Steps
- Court Issues Nationwide Injunction Against Enforcement of the Corporate Transparency Act Reporting Deadline
- Filing Deadline Approaches: The Corporate Transparency Act
- The Corporate Transparency Act Found Unconstitutional for Specific Plaintiffs
- The Corporate Transparency Act is in Effect: What You Need to Know
- Corporate Transparency Act Effective Date Approaches
You can also visit FinCEN’s BOI webpage.
[1] Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478-ALM (E.D. Tex. Dec. 3, 2024).