FinCEN intends to issue an “interim” final rule no later than March 21, 2025, that extends BOI reporting deadlines.
Despite its February 19, 2025, announcement of new beneficial ownership information (BOI) filing deadlines pursuant to the Corporate Transparency Act (CTA), FinCEN has reversed course yet again. 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 any failure to file or update BOI reports pursuant to the CTA by those new deadlines, until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.
FinCEN intends to issue an “interim” final rule no later than March 21, 2025, 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, as well as to determine what, if any, modifications to the deadlines should be considered. The full announcement can be found on the FinCEN website.
Given the impending issuance of a new interim final rule by March 21, 2025, with extended BOI report filing deadlines and the current uncertainty in the courts and Congress regarding the CTA, reporting companies would be well-advised to continue to closely monitor CTA developments. Notwithstanding this new pause, companies that want to file before the new rule is issued may do so.
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