On February 27, 2025, FinCEN issued a press release 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.” According to the FinCEN Press release:
No fines or penalties will be issued, and no enforcement actions will be taken, until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed. This announcement continues Treasury’s commitment to reducing regulatory burden on businesses, as well as prioritizing under the Corporate Transparency Act reporting of BOI for those entities that pose the most significant law enforcement and national security risks.
No later than March 21, 2025, FinCEN intends to issue an interim final rule 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 while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities, as well to determine what, if any, modifications to the deadlines referenced here should be considered.
This latest pivot by FinCEN is a smart strategy given the Corporate Transparency Act has now cleared its major judicial hurdles until the Supreme Court rules. The Supreme Court’s order granting FinCEN’s preliminary relief request in McHenry v. Texas Top Cop Shop, Inc., No. 24A653, 604 U.S. ___, 2025 WL 272062, at *1 (U.S. Jan. 23, 2025) ensures there will be no further nationwide injunctions until the Court rules in the June or September time frame – depending on whether it take on the appeal and whether it hears the case before summer recess. In other words, there will be no lingering doubt on the constitutionality of the Corporate Transparency Act for the immediate future.
There still remains, however, some uncertainty tied to two legislative efforts. The first is a bipartisan effort to extend compliance until January 2026 for those reporting companies formed prior to 2024. This effort was first manifested in last year’s Continuing Resolution and is now part of a bill that unanimously passed the House on February 10, 2025. If signed into law, this extension allows FinCEN more than enough time to narrow its regulatory efforts and focus on non-US reporting companies and those US-based companies more likely formed by bad actors. As well, there exists the Repealing Big Brother Overreach Act – which in a few words seeks to repeal outright the Corporate Transparency Act underlying FinCEN’s BOIR regulations. As of February 28, 2025, this House effort has a total of 115 co-sponsors, all Republicans. A similar statute in the Senate has 25 Republican co-sponsors. While these bills were referred to various committees in January, they have not seen further traction.
By virtue of its recent press release, FinCEN is signaling it will do whatever it takes to save the BOIR regulations by making accommodations for competing interests. This is a sound strategy and one that bodes well for the continued viability of the BOIR regulations.
