Corporate Transparency Act: FinCEN and the Treasury Announce Nonenforcement for Domestic Reporting Companies

Following announcements from the Financial Crimes Enforcement Network (“FinCEN”) on February 27, 2025, and the United States Department of the Treasury (the “Treasury”) on March 2, 2025, it would appear that beneficial ownership information reporting under the Corporate Transparency Act’s (“CTA”) regulatory regime is no longer required—at least for now. There have been no further updates since March 2, 2025.

On February 27, 2025, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies based on a failure to file or update beneficial ownership information (“BOI”) reports pursuant to the CTA by the current deadlines. The FinCEN notice (the “Notice”) provides, in relevant part:¹

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.

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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[.]

In connection with considering potential revisions to BOI reporting requirements, FinCEN intends to solicit public comment prior to issuing a proposed rulemaking later this year.

Following FinCEN’s publication of the Notice, the Treasury issued a Press Release on March 2, 2025, that provides, in relevant part:²

The Treasury Department is announcing today that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only.

Together, the announcements from FinCEN and the Treasury (the “Announcements”) would appear to end the enforcement of the CTA’s reporting rule except as to foreign reporting companies that have registered to do business in the United States. However, based on FinCEN’s Notice, FinCEN will not enforce the forthcoming March 21, 2025, BOI report deadline against any reporting companies until an interim final rule becomes effective and the new relevant due dates in such rule have passed. The Announcements each indicate an intent to issue proposed rulemaking that will narrow the scope of the CTA’s BOI reporting requirements.

Still pending in Congress is H.R. 736, the Protect Small Businesses from Excessive Paperwork Act, which was unanimously passed in the U.S. House of Representatives on February 10, 2025. If signed in to law, the bill would extend the deadline for certain reporting companies to file BOI reports with FinCEN to January 1, 2026. The bill has not come up for a vote in the U.S. Senate and may be rendered moot by the Announcements.

This continues to be an evolving situation. We will provide updates as more information becomes available.

¹For FinCEN’s full announcement, see https://fincen.gov/news/news-releases/fincen-not-issuing-fines-or-penalties-connection-beneficial-ownership.

² For the Treasury’s full announcement, see https://home.treasury.gov/news/press-releases/sb0038.

First posted on December 27, 2024, and subsequently updated on January 28, 2025, February 20, 2025 and March 20, 2025.