The Latest News on BOI Filing

FinCEN Promises Deadline Extension

The injunction blocking enforcement of the beneficial ownership information (BOI) reporting requirement was lifted on Feb. 18. FinCEN subsequently announced that the new filing deadline is March 21, 2025, but then issued the following notice on Feb. 27:

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.

Treasury Will Not Enforce Penalties or Fines

On March 2, the U.S. Department of the Treasury announced that 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. 

Legislative Action

At the same time, legislative efforts are underway to delay the deadline to Jan. 1, 2026. The U.S. House of Representatives passed a bill in February that would extend the deadline to Jan. 1, 2026, for entities that were in existence on Jan. 1, 2024. The bill still needs to pass the Senate and be signed by the President.