In the latest development of the Corporate Transparency Act (CTA) saga, on February 27, 2025, the Financial Crimes Enforcement Network (FinCEN) announced in a release that it will not be issuing any fines or penalties or otherwise be taking any enforcement actions against companies who fail to file or make required updates to their beneficial ownership information (BOI) reports by the upcoming deadline of March 21, 2025. As discussed in a previous Client Alert, on February 17, 2025, a federal judge in Texas signed an order staying the last remaining nationwide injunction of the CTA. On the following day, FinCEN announced that the obligation of companies to report their BOI to FinCEN was once again in effect and extended the reporting deadline for the vast majority of non-exempt reporting companies to March 21, 2025.
Recognizing the need to provide new guidance and clarity, FinCEN additionally announced that it intends to issue an interim final rule no later than March 21, 2025, that would extend the existing BOI reporting deadlines and that it also intends to solicit public comment on potential revisions to the existing BOI reporting requirements as part of a notice of proposed rulemaking it intends to issue later this year; however, no definitive timeline for the notice of proposed rulemaking was provided. FinCEN went on to state that the goal of the proposed rulemaking is to “minimize the burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities” and to determine what, if any, modifications to the BOI reporting deadlines should be considered.
The future of the CTA is anything but clear and has evolved rapidly over the past several months through actions by the courts and now via pronouncements from FinCEN under the new Trump administration. Therefore, we are advising companies to continue monitoring developments regarding the CTA very closely. While the latest signals from FinCEN and proposed legislation in Congress seem to be guiding towards greatly diminished BOI requirements and/or further compliance deadline extensions, if companies desire to avoid any possibility of non-compliance, they can still make their CTA filings. Alternatively, companies who have yet to file can continue to monitor developments and await further guidance from FinCEN.
To read the original client alert published by Ally Law’s New York member firm, Ellenoff Grossman & Schole LLP, please click here.
