Corporate Transparency Act Deadlines Extended (Again)!!!
By David H. Freedman and Jordan M. Small
As we have previously reported, based on recent court decisions and a FinCEN release dated February 18, 2025, the filing requirements under the Corporate Transparency Act (CTA) were back in effect such that the new CTA reporting deadline was March 21, 2025, for most entities (other than those entities that have previously filed a Beneficial Ownership Information Report).
At that time, FinCEN stated that it would assess its options to further modify deadlines.
The latest release from FinCEN dated February 27, 2025 (below) is a pause on the March 21, 2025, deadline…until an interim final rule is issued no later than March 21, 2025, extending the Beneficial Ownership Information Report deadlines (beyond March 21, 2025).
In light of this announcement from FinCEN, reporting companies need not file their beneficial ownership information with FinCEN until the new, still to be determined, deadlines come into effect. This applies to initial reports, updated reports, and corrected reports.
Of course, filings are still voluntary if desired.
Maddin Hauser attorneys continue to monitor these developments and provide updates as they emerge. Follow our CTA blog and other social media for the latest news.
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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.