Technically, the Corporate Transparency Act is currently in effect with a March 21 deadline for reporting companies formed or qualified on or prior to February 19, 2025 and a 30 day deadline for reporting companies formed or qualified thereafter. However, on February 27, 2025, FinCEN posted a short notice under the title “FinCEN Not Issuing Fines or Penalties in Connection with Beneficial Ownership Information Reporting Deadlines.” The notice provides in relevant part:
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.
Separately, a Bill has been introduced in the House of Representatives titled the “Repealing Big Brother Overreach Act” that now has 115 cosponsors.
We continue to monitor this ongoing matter and will keep you advised of further developments.