UPDATE: On February 17, 2025, a federal district court in Texas lifted the nationwide injunction blocking enforcement of the Corporate Transparency Act (the “Act”), reinstating its beneficial ownership reporting requirements. In response, FinCEN extended the filing deadline for existing reporting companies to March 21, 2025, while new reporting companies must file within 30 days of formation, and also the Department of Treasury announced that it does not intend to enforce the Act against US citizens and businesses. For more details, please view our latest alert here.
On February 27, 2025, FinCEN announced that it will no longer impose penalties on Reporting Companies that fail to meet deadlines for filing their Beneficial Ownership Information Reports (“BOIRs”), as required by the Corporate Transparency Act (the “Act”). The Department of Treasury’s Financial Crimes Enforcement Network’s (“FinCEN”) announcement also stated that it intends to extend the March 21, 2025 filing deadline in a to-be-issued Interim Final Rule. This announcement by FinCEN, however, does not remove filing obligations of Reporting Companies, and the requirement to file BOIRs on or before March 21, 2025 remains in effect, pending any deadline extension under the Interim Final Rule.
Prior to this decision, FinCEN had extended the reporting deadline for existing Reporting Companies to March 21, 2025 as you can read more about here. Once the Interim Final Rule is in place, which will set forth new filing deadlines, enforcement activities could resume pursuant to the new rule. FinCEN intends to issue the Interim Final Rule by March 21, 2025, and will be soliciting public comment for potential revisions to the reporting requirements. The pause on enforcement actions, extension of BOI reporting deadlines, and solicitation of public input are meant to ease the regulatory burden on businesses, while exploring potential changes to the reporting requirements and deadlines.
Despite the new guidance from FinCEN, Reporting Companies are still required to comply with the March 21, 2025 deadline pending any extension of that deadline under the Interim Final Rule. Further, it is not anticipated that the filing requirement itself will cease under the Interim Final Rule. As a result, Reporting Companies under the Act should prepare to comply with the March 21, 2025 deadline in order to remain compliant under the Act.
Barley Snyder will continue to follow the Act and all relevant legislative developments closely and provide timely updates as new information is released. If you have any questions regarding this decision or the Act generally, please contact Dan Desmond, Charmaine Nyman, Anthony Austin or any member of Barley Snyder’s Business Practice Group.
