CTA is Effectively on Pause (Again)

On Thursday, February 27, 2025, FinCEN announced that it will not issue any fines or penalties or take any enforcement actions against companies based on the failure to file or update beneficial ownership information (“BOI”) reports pursuant to the Corporate Transparency Act (the “CTA”), while the government agency prepares new rules and filing deadlines.

On Sunday night, March 2, 2025, the U.S. Department of Treasury released a statement that, with respect to the CTA, the Department will not enforce (i) any penalties or fines associated with the BOI reporting rule under the existing regulatory deadlines and (ii) any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect. Notably, the Treasury Department proposed to establish its own BOI reporting rule, which will narrow the scope of the reporting rule to foreign reporting companies only.

With less than three weeks until the current March 21, 2025, deadline, FinCEN’s press release and the Treasury Department’s statement come as a relief to many business owners and individuals concerned about the shortened timeline for BOI filings for pre-2024, 2024, and pre-March 2025 reporting companies.

Before the current March 21, 2025, deadline, 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 no enforcement actions will be taken until FinCEN’s interim final rule becomes effective and new relevant deadlines have been established, we continue to recommend that companies which are not exempt prepare to file their BOI reports to comply with the CTA, but confirm with counsel whether there have been any extensions or exemptions which alter their filing requirements prior to actually filing.

We are continuing to monitor all CTA developments. For more information on the Corporate Transparency Act, please click here.