Breaking News: Corporate Transparency Act - Filing Deadlines Can Be Ignored for Now and Maybe Forever for Some

The Financial Crimes Enforcement Network of the U.S. Department of the Treasury (FinCEN) has changed the rules once again on the Corporate Transparency Act (CTA). Despite recently announcing that the new filing deadline for initial beneficial ownership information reports (BOIRs) and amendments to prior BOIRs would generally be March 21, 2025, on February 27, 2025, FinCEN announced that reporting companies need not file by then and will not face fines or penalties if they fail to file BOIRs by that date.  Instead, FinCEN has committed to issue an interim rule by March 21, 2025 that would further extend filing deadlines. FinCEN also intends to solicit public comment on potential revisions to the reporting requirements under the CTA more generally.  FinCEN’s press release is linked here and copied below. 

Not to be outdone by its bureau, FinCEN, the Department of the Treasury itself issued a press release on Sunday, March 2, 2025 that may be the death knell for the Corporate Transparency Act (CTA) as it relates to domestic companies against which Treasury has announced it will not seek enforcement for failing to file BOIRs and, in fact, intends that the CTA going forward will only apply to foreign reporting companies. However, it is unclear if the Department of the Treasury, acting alone, has the power to ignore the language of the CTA, which covers both domestic and foreign companies. The question arises whether companies and their beneficial owners that do not make the filings required by the CTA itself are violating the law and subjecting themselves to civil and criminal penalties that Treasury will just not be pursuing. The press release is linked here and copied below. Regardless, filing deadlines are currently in abeyance so that reporting companies need not file BOIRs for now.  More will be revealed when Treasury releases the promised interim rule.  If Treasury intends to narrow its enforcement of the CTA, it would ideal if Congress actually revised the CTA to narrow its scope, but nothing about the CTA has been close to ideal.  We will continue to monitor the situation.