Update: Treasury Will Not Enforce Some Aspects of Corporate Transparency Act

Corporate Transparency Act (CTA) reporting requirements were recently reinstated, and the Financial Crimes Enforcement Network (FinCEN) established a new filing deadline of March 21, 2025. However, on February 27, 2025, FinCEN issued a statement that it will not take any enforcement actions against companies that do not comply with this new filing deadline, effectively making compliance voluntary once again. FinCEN also stated its intention to further extend the deadline and revise the scope of the existing rules in the coming months.

On February 18, 2025, the US District Court for the Eastern District of Texas stayed its own injunction on the CTA’s beneficial ownership information (BOI) reporting requirements, clearing the way for CTA enforcement to continue immediately. In response, FinCEN issued new guidance extending the deadline to submit initial, updated, or corrected BOI reports for most companies by 30 days—to March 21, 2025.

However, on February 27, 2025, FinCEN issued a press release stating 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.” FinCEN stated that it intends to issue an interim final rule no later than March 21, 2025 to further extend the filing deadline and potentially change the scope of the existing rules.

Separately, FinCEN also stated that it intends to solicit public comments on potential revisions to existing BOI reporting requirements and will consider those comments as part of a notice of proposed rulemaking anticipated to be issued later this year to “minimize the burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities.” Accordingly, it is possible that the filing deadline will be reinstated for some companies based upon the interim final rule but before the proposed rulemaking process is complete. Finally, it is unclear what effect this will have on the separate legislative effort to extend the reporting deadline until January 1, 2026, or whether this will obviate the need for any further legislative or executive action.

TREASURY’S MARCH 2 UPDATE

Based on this announcement, compliance with the CTA filing deadlines has once again been made voluntary. Separately, on March 2, 2025, the US Department of the Treasury (Treasury) issued a press release suggesting that the direction of the future final interim rule to govern the requirements of the CTA would be to exempt US citizens or US-citizen owned CTA reporting companies from the CTA reporting requirements and to focus future enforcement on foreign-owned CTA reporting companies. Given the current legal uncertainty relating to the CTA, companies are advised to wait for the publication of FinCEN’s interim regulations later this month for further clarification of the CTA filing requirements.

We will continue to monitor further developments pertaining to FinCEN’s interim final rule, the Treasury’s proposed rulemaking with opportunity for public comment, and any other events that occur relating to the CTA.