FinCEN announced that it will not impose fines or penalties on companies that do not submit their beneficial ownership information reports by the upcoming deadline of March 21, 2025. The agency will issue an interim final rule to establish new reporting deadlines no later than March 21 and intends to revise the Beneficial Ownership Information Reporting Rule this year to reduce burdens for small businesses.

On February 27, the Financial Crimes Enforcement Network (FinCEN) announced that the agency will not issue fines or penalties or take enforcement action against companies that choose not to report their beneficial ownership information (BOI) pursuant to the Corporate Transparency Act (CTA) by the upcoming deadline of March 21, 2025. As noted in our recent client update, reporting requirements under the CTA and Beneficial Ownership Information Reporting Rule (BOI Reporting Rule) are back in effect after a U.S. District Court stayed a nationwide injunction that barred enforcement of the CTA earlier this month. Following the District Court’s ruling, FinCEN extended the beneficial ownership information reporting deadline for most reporting companies to March 21, 2025 (including reporting companies created before January 1, 2024). FinCEN has now announced that it will issue an interim final rule by no later than March 21 to establish new reporting deadlines and will not take action against companies for failing to submit their BOI reports until the interim final rule becomes effective and the new reporting due dates have passed.

FinCEN also reiterated its intention to consider revising the BOI Reporting Rule to minimize the burden on small businesses. The agency plans to solicit public comments on potential modifications to the BOI Reporting Rule, which it will consider as part of a notice of proposed rulemaking to be issued “later this year.” The agency did not specify a date for the rulemaking or discuss any potential substantive changes to the BOI Reporting Rule.

As noted in our previous client update, Congress is currently considering legislation that may further extend reporting deadlines. Earlier this month, the House unanimously approved a bill that would extend the reporting deadlines to January 1, 2026, for entities that existed before January 1, 2024. A companion bill has been introduced in the Senate but has not yet been acted on.

Reporting companies should continue to monitor for developments in Congress and further announcements by FinCEN.

If you have any questions regarding the matters covered in this publication, please reach out to any of the lawyers listed below or your usual Davis Polk contact.

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