FinCEN’s Suspension Announcement
On February 27, 2025, the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury (the “Treasury Department”), announced that it would not impose fines, penalties, or other enforcement actions against companies for failing to file or update beneficial ownership information (BOI) reports under the Corporate Transparency Act (CTA) until a new interim final rule takes effect and its related deadlines pass. FinCEN also stated its intention to issue an interim final rule extending BOI reporting deadlines by March 21, 2025. As of the date of this Alert, no such rule has been publicly announced.
Treasury Department’s Suspension Announcement
On March 2, 2025, the Treasury Department went further, confirming that it will not enforce penalties or fines related to the CTA’s reporting requirements against U.S. citizens, domestic reporting companies, or their beneficial owners—both under current deadlines and any forthcoming rule changes. The Treasury Department also announced plans to propose a rule that would limit the CTA’s scope to foreign reporting companies only.
However, no formal rule change has been enacted, meaning the original compliance deadlines remain in effect. For now, the March 21, 2025, deadline is still applicable—though no penalties will be enforced for failure to comply.
Key Takeaways for Businesses
While the Treasury Department’s decision not to enforce penalties effectively relieves domestic reporting companies from immediate compliance concerns, the CTA itself remains in force. To clarify, the legal reporting obligations under the CTA have not been repealed or replaced; rather, FinCEN and the Treasury Department have, for now, opted not to enforce penalties for failing to comply with the reporting requirements. These non-enforcement positions are entirely discretionary and could change at any time. There is no guarantee that enforcement won’t begin abruptly, and if it does, businesses may face limited time to comply with their reporting obligations. Businesses should continue to monitor developments, as potential rule changes could further alter reporting obligations. Until a final rule change is officially implemented, businesses should plan to submit their BOI reports by March 21, 2025, to ensure compliance.
Foreign reporting companies should closely monitor announcements from FinCEN and the Treasury Department, as upcoming rule changes may specifically impact their reporting obligations. With the Treasury Department signaling a potential narrowing of the CTA’s scope to foreign entities, these companies should be prepared for possible new requirements or deadlines.
Please contact Hackstaff, Snow, Atkinson, & Griess if you have any questions about these legal developments or if you need help complying ahead of the upcoming deadline.
