Corporate Transparency Act: Enforcement Back on Indefinite Hold
February 28, 2025 – Corporate AlertQ: When is a deadline not really a deadline?
A: When there is no penalty for missing the deadline.
On February 27, 2025, FinCEN announced that it will not issue “any fines or take any other enforcement actions against any companies based on a failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines” — which, for most reporting companies, is March 21, 2025. So, even though FinCEN’s latest announcement does not actually extend the filing deadlines currently in effect under the Corporate Transparency Act (CTA), missing these deadlines has no practical effect.
In addition to gutting the CTA’s current filing deadlines, the announcement outlines FinCEN’s plans for future regulatory action. By March 21, 2025, FinCEN intends to issue an “interim final rule” that will set new filing deadlines. Furthermore, under a notice of proposed rulemaking “anticipated to be issued later this year,” FinCEN will seek to minimize the CTA’s “burden on small businesses while ensuring that [the CTA] is highly useful” for national security and law enforcement purposes — which may include further deadline “modifications.”
In essence, FinCEN’s latest announcement places CTA enforcement back on hold indefinitely (at least until the “interim final rule” is issued). However, because FinCEN provides no detail on any further deadline extensions and other regulatory relief forthcoming under the “interim final rule” and “notice of proposed rulemaking,” the CTA regulatory environment remains uncertain. Thus, once again, every potential reporting company faces the decision of whether to go “pencils down” on its CTA compliance.
If you have any questions about this latest CTA development or need help choosing the right compliance strategy in this highly uncertain and fluid legal environment, please contact your Herrick attorney or any member of Herrick's CTA team through our Corporate Transparency Act Resource Center.
Mark A. Limardo at + 1 212 592-1494 or [email protected]
Theresa Fortin Balducci at + 1 212 592-1481 or [email protected]
Daniel A. Etna at + 1 212 592-1557 or [email protected]
Fred R. Green at + 1 212 592-5910 or [email protected]
Leah Kelman at + 1 973 274-2004 or [email protected]
Ellen L. Shapiro at + 1 212 592-1533 or [email protected]
Louis Tuchman at + 1 212 592-1490 or [email protected]
© 2025 Herrick, Feinstein LLP. This alert is provided by Herrick, Feinstein LLP to keep its clients and other interested parties informed of current legal developments that may affect or otherwise be of interest to them. The information is not intended as legal advice or legal opinion and should not be construed as such.