Updated February 27, 2025
FinCEN Not Issuing Fines or Penalties in Connection with Beneficial Ownership Information Reporting Deadlines
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.
New BOI Reporting Deadline and Key Developments
The regulatory landscape is shifting once again as FinCEN reinstates its Beneficial Ownership Information (BOI) reporting requirements with a new deadline set for March 21, 2025. Recent judicial and administrative actions have created both urgency and opportunity for businesses to ensure they remain compliant with evolving regulations.
What’s Changing?
On February 18, 2025, a significant development occurred when the US District Court in the Eastern District of Texas lifted the preliminary injunction that had previously blocked FinCEN from enforcing BOI filing requirements. This decision reactivates the requirement for companies to report their beneficial ownership details, ensuring transparency and compliance in corporate operations.
In light of the court’s decision, FinCEN has extended the filing deadline for most companies. Specifically, any initial, updated, or corrected BOI reports that were set to be filed between December 3, 2024, and March 21, 2025, will now benefit from a 30-calendar-day extension starting from February 19, 2025. For companies established on or after February 20, 2025, the standard 30-day deadline after formation—as mandated by the Corporate Transparency Act (CTA)—remains in effect.
Impact on Businesses
These adjustments underscore the importance of staying current with regulatory changes. Companies that previously faced looming deadlines now have a grace period to complete their filings. However, businesses formed after February 20, 2025, must adhere to the strict CTA requirement of filing within 30 days post-formation.
It’s also important to note that while this extension offers some breathing room, the regulatory environment is still very much in flux. Ongoing litigation and proposed amendments by FinCEN suggest that additional changes may be on the horizon—especially adjustments aimed at reducing the reporting burden for lower-risk entities, including many small businesses in the U.S.
Staying Informed and Avoiding Scams
As the BOI reporting requirement is reactivated, the potential for scams increases. Fraudulent schemes may try to take advantage of businesses during this transitional period. To safeguard your organization:
- File Directly with FinCEN: Remember that businesses can file their BOI reports directly with FinCEN at no cost.
- Verify Communications: Be cautious of unsolicited communications or third-party offers that claim to facilitate the filing process.
- Consult Official Sources: Always refer to official FinCEN updates and trusted advisory services for guidance.
What’s Next?
Given the dynamic nature of these regulations, more changes could be imminent. FinCEN is expected to potentially revise the BOI reporting rules to ease the administrative load for lower-risk entities, a move that could benefit many U.S. small businesses. Staying informed is crucial, and NMAR will continue to monitor these developments, providing updates and insights as the situation evolves.
Stay compliant, stay secure, and keep informed as these regulatory changes continue to shape the business environment.
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