FinCEN Hits Pause on BOI Enforcement for All, While Treasury Terminates Enforcement for Some

Two recent announcements from the Financial Crimes Enforcement Network (FinCEN) and the U.S Department of the Treasury provide some, at least momentary, relief with respect to the Corporate Transparency Act’s (CTA) Beneficial Ownership Information (BOI) reporting requirement.

On February 27, 2025, FinCEN announced that it will temporarily refrain from imposing fines, penalties, or other enforcement actions against companies that fail to file or update BOI reports under the CTA by the current 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 the interim final rule no later than March 21, 2025. As part of the proposed rulemaking process, FinCEN intends to solicit public comments on potential revisions to existing BOI reporting requirements.

On March 2, 2025, the Treasury Department expanded this relief and announced that even after the forthcoming interim final rule takes effect, penalties or fines will not be enforced against U.S. citizens, domestic reporting companies, or their beneficial owners. The Treasury Department also plans to issue a proposed rulemaking that will narrow the scope of BOI reporting requirements to apply only to foreign reporting companies (i.e., entities formed under the law of a foreign country that have registered to do business in the United States by the filing of a document with a secretary of state or any similar office), which it has deemed to pose the more significant law enforcement and national security risk.

Accordingly, reporting companies may continue to file and update their BOI reports (if they choose) or wait for further guidance anticipated to arrive no later than March 21, 2025.  

Please visit the Seyfarth Corporate Transparency Act page for general information about the CTA or contact us with any questions or for assistance in navigating the CTA’s reporting obligations applicable to your organization.