FinCEN Will Not Enforce March 21, 2025 BOI Reporting Deadline

In the latest development in the ongoing back and forth over Beneficial Ownership Information (BOI) reporting, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) published an official notice announcing it will not issue any fines or penalties or take any other enforcement actions for failure to file or update BOI reports by the March 21, 2025 deadline. FinCEN intends to issue an interim final rule no later than March 21 to extend the deadline. FinCEN also intends to solicit public comment on potential revisions to BOI reporting requirements and will consider those comments as part of a notice of proposed rulemaking to be issued later this year.

Background

The CTA requires corporations, limited liability companies, and other entities created by filing a document with a Secretary of State to report the ownership and management information of individuals who directly or indirectly own or control the company to FinCEN’s centralized database. While there are exemptions from the requirements for certain companies already subject to federal ownership reporting requirements, the reporting obligations are, in general, intended to cover companies with less than 20 full-time employees and less than $5 million in gross receipts or sales.

Companies that qualify for disaster relief may have further extensions and plaintiffs in National Small Business United v. Yellen are not currently required to file.

There are several bills pending in Congress to repeal the CTA or to extend certain reporting deadlines to January 2026.

Recommendation

While FinCEN has said it will not take any enforcement actions for failure to file BOI reports by the March 21, 2025 deadline, it is prudent for any client that has registered a company with any state’s office of the Secretary of State to review the filing requirements and the information needed to complete a BOI report. FinCEN’s web page for the filing requirement can be found here, and the e-filing portal can be found here.

If you have questions about the CTA’s BOI compliance and reporting obligations, contact one of our attorneys.