On February 27, 2025, FinCEN issued a news release stating that it will not impose fines or penalties for failure to file Beneficial Ownership Information (BOI) reports by the current deadlines. This follows FinCEN’s February 19, 2025 alert which extended the filing deadline to March 21, 2025 for entities that were formed prior to January 1, 2024, as well as any entities formed after January 1, 2024 which had a BOI reporting deadline prior to March 21, 2025. Companies will not face any penalties for failure to file BOI reports by March 21 but may still submit reports voluntarily. By March 21, FinCEN intends to post a new interim rule that will further extend the filing deadlines.

FinCEN stated that no fines or penalties will be issued, and no enforcement actions will be taken, until the forthcoming interim final rule becomes effective and the new relevant BOI reporting deadlines have passed. Please note, FinCEN’s representations regarding fines and enforcement apply to all entities, regardless of formation date, that meet the definition of a Reporting Company in the BOI Reporting Rule and are not otherwise exempt. 

FinCEN also intends to follow the more formal notice of the proposed rulemaking process and solicit public comment on potential revisions to existing BOI reporting requirements. FinCEN expects to publish the notice of proposed rulemaking later this year and continues to emphasize the importance of BOI for national security and law enforcement purposes, while following the Department of the Treasury’s commitment to reducing regulatory burden on businesses.

Dinsmore’s previous alert discussed the ongoing legal developments with the Corporate Transparency Act (CTA), including bills in Congress to either delay or repeal the law. There are also numerous ongoing court cases that will continue to move through the legal system. Our attorneys continue to monitor these developments and will provide updates as they become available.

If you have any CTA compliance questions, please contact your Dinsmore attorney.