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Anyone feeling jostled? On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) paused enforcement of its own recently announced March 21, 2025 reporting deadline for the disclosure of beneficial ownership information (“BOI”).1 Instead, FinCEN has announced that it intends to issue an interim final rule on or before March 21, 2025, extending reporting deadlines for the disclosure of BOI. As a result, “[n]o fines or penalties will be issued, and no enforcement actions will be taken until [the] forthcoming interim rule becomes effective and the new relevant due dates in the interim final rule have passed.” FinCEN Notice, February 27, 2025. FinCEN’s stated goal is to provide clarity and reduce regulatory burdens on reporting entities, while ensuring the disclosure of BOI that is “highly useful to important national security, intelligence, and law enforcement” activity.
In addition to an interim final rule, FinCEN intends to solicit public comment on possible revisions to the existing BOI requirements as a part of a notice of proposed rulemaking planned for later this year. The stated objectives for the planned notice of proposed rulemaking include minimizing burden on small businesses, maintaining BOI that is useful to national security, intelligence and law enforcement activities, and considering modifications to filing deadlines.
For now, until FinCEN issues its interim final rule on or before March 21, 2025, there is no requirement to report BOI. Reporting companies may still do so voluntarily, but with so much uncertainty about who will need to report and what information will be required, it may be best to wait for FinCEN to provide additional guidance.
While we await FinCEN’s interim final rule, multiple court challenges to the CTA continue through the appellate courts. Moreover, legislation to extend CTA filing deadlines to January 1, 2026 recently passed through the House of Representatives with unanimous support and a companion bill has been introduced in the Senate. How all of this will ultimately resolve is anyone’s guess, but it appears at the very least that changes are coming to the CTA reporting requirement (and maybe some more after that). Stay tuned.
1 For a recap of what happened earlier in February, please see https://www.marketstreettrust.com/post/the-corporate-transparency-act---back-on-track
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