FinCEN Will Not Enforce Corporate Transparency Act Reporting Deadline; Treasury Further Announces No Domestic Enforcement
On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued a public notice announcing 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.” The announcement effectively suspended enforcement of FinCEN’s own March 21, 2025 reporting deadline, which it issued on February 18, 2025. FinCEN also announced that it intends to issue an interim final rule by March 21, 2025 that will extend reporting deadlines and will also solicit public comment on potential revisions to CTA reporting.
However, on Sunday, March 2, 2025, in yet another unusual turn of events, the U.S. Treasury Department announced that “not only will it not enforce any penalties or fines… 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 announced that its proposed rulemaking will narrow the scope of the rule to foreign reporting companies only.
This latest announcement from the Treasury Department effectively removes “domestic reporting companies” from its scope of enforcement. Obvious questions to be addressed in the proposed rulemaking include (i) whether foreign reporting companies owned by U.S. citizens will be required to report and (ii) whether U.S. companies owned by non-U.S. citizens will be exempt from reporting. Nonetheless, this announcement signals the elimination of CTA reporting obligations for companies incorporated, formed, or organized in the United States.
PierFerd will continue observing developments regarding the CTA. For additional information, please contact Ahpaly Coradin at ahpaly.coradin@pierferd.com or your regular PierFerd contact for assistance.
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[2] See our previous Client Alert Corporate Transparency Act Reporting Back in Effect as Texas Injunctions Are Stayed; New York LLC Transparency Act Also in Effect — Pierson Ferdinand LLP
