Whiplash: FinCEN Reverses Course, Delays CTA Enforcement Once Again
On February 27, 2025, the US Financial Crimes Enforcement Network (FinCEN) announced that it will not issue fines or penalties or take any other enforcement actions against companies that fail to comply with the March 21, 2025 beneficial ownership information (BOI) reporting deadline, which is applicable to most reporting companies under the Corporate Transparency Act (CTA) and its implementing regulations. Further, FinCEN stated that it intends, prior to that deadline, to issue an interim final rule extending BOI reporting deadlines while ensuring that certain “highly useful” BOI is reported.
This statement comes less than 10 days after FinCEN’s announcement of the March 21 deadline, and follows a series of court actions and administrative deferrals that have resulted in an on-again, off-again effectiveness of the CTA’s reporting obligations since early December 2024.
FinCEN’s announcement contains no information as to the length of any reporting deadline extension or the types of reporting companies for which BOI reporting will be prioritized. It also does not expressly address the enforcement of the CTA against an individual who fails to report complete or updated BOI with respect to an entity, although arguably such persons are within the scope of the non-enforcement relief.
FinCEN’s announcement highlights the continuing uncertainty surrounding application of the CTA’s reporting obligations. In addition to FinCEN’s decision to extend compliance deadlines and reopen public comment on the BOI reporting requirements, litigation over the CTA is still ongoing, and may result in further developments that could affect the reporting obligations and deadlines for reporting companies.
Companies subject to the CTA’s reporting requirements that have not yet submitted initial or updated beneficial ownership reports should consider a pause for filing activity, at least until the issuance of the expected interim final rule. We will continue to closely monitor the situation for further changes to the applicable deadlines.
