March 6, 2025 Update: On March 2, 2025, the Secretary of the Treasury posted a press release in which he stated that the Treasury Department will narrow the application of the CTA to foreign reporting companies only for the purpose of “reining in burdensome regulations, in particular for small businesses that are the backbone of the American economy.” While the press release does not constitute law, and FinCEN has not made any official announcements since its publication, we should expect further guidance from FinCEN shortly regarding the effective dates and reporting requirements that will be required of foreign companies.

Original post dated February 28, 2025:

In a number of recent developments, on February 19, 2025 the remaining nationwide injunction on the CTA issued under Smith v. U.S. Department of the Treasury was lifted and on February 20, 2025 FinCEN advised that the reporting deadline for companies to file their beneficial ownership information (BOI) reports would be March 21, 2025. FinCEN also reported that it would review possible exemptions for “low risk” entities, although details were unclear.

Further the House of Representatives recently passed HR 736 which extends the BOI filing deadline to January 1, 2026. The Senate has not yet taken action on the bill so this extension remains uncertain.

Most recently, on February 27, 2025, FinCEN announced that it will not issue fines or penalties or take enforcement action against any companies that file to provide BOI by the current deadline of March 21, 2025.

In the announcement, FinCEN noted that it is assembling a draft “interim final rule” (interesting terminology) which will establish “new relevant due dates”. That interim final rule is promised by FinCEN on or before March 21, 2025. The public will then have a period of time on which to comment on the rule. FinCEN will consider the comments as part of the procedure before it issues its final rule “anticipated to be issued later this year”. Notably, FinCEN wishes to study what exceptions should be incorporated into the regulations for small businesses.

It would appear that FinCEN is signaling an intent to move the deadline back. The exact date remains unknown but an educated guess would be that March 21, 2025 is no longer a firm deadline for BOI reporting. The Sherin and Lodgen corporate team will update you as FinCEN provides further clarification.

Please see our prior alerts including the filing requirements and original deadlines here:

Corporate Transparency Act – What You Need to Know – Business Law (November 8, 2023)

Corporate Transparency Act FAQs – Business Law (November 8, 2023)