IMPORTANT UPDATE: Corporate Transparency Act (CTA)

Important Update: Corporate Transparency Act (CTA)

In yet another CTA twist, FinCEN announced on February 27^th that failure to file a BOI Report (or updated reports) by the current deadlines will not result in any fines, penalties or other government enforcement action. Instead, FinCEN indicates that between now and March 21^st, it will be publishing a revised “interim final rule” providing additional guidance and revised due dates. It also plans to seek additional public comment later this year on proposed regulatory changes to the CTA. FinCEN’s press release can be found here and is reproduced in full below:

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.