Corporate Transparency Act (CTA) / Beneficial Ownership Information (BOI) filing requirements - Nothing needs to be done today!
Duer, Brook
Just in case you heard about the issue in the subject line above and are confused about what is going on, this email will clarify.
- Any March 21, 2025, deadline will not be enforced against U.S. citizens or business entities formed in the United States based upon the public announcements of the U.S. Treasury (attached), as well by the office within the U.S. Treasury called FinCEN that is in charge of the BOI filings. Both of these public announcements are set forth below, with links to where they can be found on-line. So, U.S. citizens and business entities formed in the United States don’t have to do anything at this time to avoid a fine or penalty.
- In addition, the public announcements state that today is the day when the U.S. Treasury/FinCEN is supposed to release a new set of proposed regulations that will formally and permanently remove any obligation entirely for U.S. citizens or business entities formed in the United States. Even if we see nothing today in terms of an update, the government has already given adequate assurance that U.S. citizens or business entities formed in the United States can ignore it all.
- “No later than March 21, 2025, FinCEN intends to issue an interim final rule that extends BOI reporting deadlines, . . . “
- “The Treasury Department . . . 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.”
FIN-2025-CTA2 February 27, 2025
WASHINGTON, D.C. –– Today, FinCEN announced 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. 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.
Press Releases
March 2, 2025
The Treasury Department is announcing today that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule 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 will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only. Treasury takes this step in the interest of supporting hard-working American taxpayers and small businesses and ensuring that the rule is appropriately tailored to advance the public interest.
“This is a victory for common sense,” said U.S. Secretary of the Treasury Scott Bessent. “Today’s action is part of President Trump’s bold agenda to unleash American prosperity by reining in burdensome regulations, in particular for small businesses that are the backbone of the American economy.”
Brook Duer, Staff Attorney
Center for Agricultural and Shale Law
Penn State Dickinson Law
Carlisle PA | University Park PA
(717) 874-0935
CONFIDENTIALITY NOTICE: This electronic mail message and any attachments are intended only for the personal and potential confidential use of the individual to whom it is addressed. If you are not the intended recipient, you are hereby notified that forwarding or copying of this email is strictly prohibited. Your compliance is appreciated.
Duer, Brook
As an update to the below email sent last Friday (3 days ago):
- On Friday evening 3/21/25, at 8:30 pm, the U.S. Treasury (and it’s internal division called “FinCEN”) publicly released the text of its latest set of regulations to implement the Corporate Transparency Act (CTA) requirement to file “Beneficial Financial Information” (BOI). It is not yet published in the Federal Register but is available in an unformatted format here: https://fincen.gov/resources/statutes-regulations/federal-register-notices/beneficial-ownership-information-3
- This action removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act, now or at any time in the future, if promulgated as final regulations. This new amendment to federal regulations will take a currently undefined number of months to become finalized.
- In the meantime, the federal government has already stated publicly in writing (see below email):
THERE WILL BE NO ENFORCEMENT AT ANY TIME FOR FAILURE TO REPORT beneficial ownership information ABOUT OR by any BUSINESS ENTITY:
(1) FORMED IN THE U.S.; OR
(2) A U.S. PERSON* MEETING THE DEFINITION OF beneficial owner of a BUSINESS ENTITY FORMED UNDER THE LAW OF A FOREIGN COUNTRY.
* “U.S. Person” is defined by the CTA law itself as “a citizen or resident of the United States.”
- The explanatory press release is here: https://fincen.gov/news/news-releases/fincen-removes-beneficial-ownership-reporting-requirements-us-companies-and-us
FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons, Sets New Deadlines for Foreign Companies
Immediate Release
March 21, 2025
WASHINGTON––Consistent with the U.S. Department of the Treasury’s March 2, 2025 announcement, the Financial Crimes Enforcement Network (FinCEN) is issuing an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act.
In that interim final rule, FinCEN revises the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office (formerly known as “foreign reporting companies”). FinCEN also exempts entities previously known as “domestic reporting companies” from BOI reporting requirements.
Thus, through this interim final rule, all entities created in the United States — including those previously known as “domestic reporting companies” — and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption from the reporting requirements must report their BOI to FinCEN under new deadlines, detailed below. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.
Upon the publication of the interim final rule, the following deadlines apply for foreign entities that are reporting companies:
· Reporting companies registered to do business in the United States before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
· Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
Brook Duer, Staff Attorney
Center for Agricultural and Shale Law
Penn State Dickinson Law
Carlisle PA | University Park PA
(717) 874-0935
CONFIDENTIALITY NOTICE: This electronic mail message and any attachments are intended only for the personal and potential confidential use of the individual to whom it is addressed. If you are not the intended recipient, you are hereby notified that forwarding or copying of this email is strictly prohibited. Your compliance is appreciated.