Updates from FinCEN and Treasury Department on CTA Reporting Requirements

As we previously reported, in February FinCEN had reinstated beneficial ownership information (“BOI”) reporting requirements under the CTA.  Under FinCEN’s previous guidance, most companies were required to file a BOI report under the CTA by March 21, 2025.    

On February 27, FinCEN issued a new statement that it “will not issue any fines or penalties or take any other enforcement actions” against companies that fail to file or update BOI reports by the March 21, 2025 deadline.  Instead, FinCEN stated that it intended to issue an interim final rule by March 21, 2025 that extended the BOI reporting deadlines.  Under FinCEN’s statement, this meant that while the March 21, 2025 deadline was still technically in effect, companies would not be penalized for failing to file BOI reports by March 21, 2025.  

On March 2, the Treasury Department issued a press release stating, “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 further stated that it would be issuing a proposed rulemaking that would only require foreign reporting companies to comply with the CTA.

Accordingly, companies formed in the United States are currently no longer required to file any reports under the CTA at any point.  Companies formed outside of the United States that are registered to do business in the United States will still need to file reports under the CTA, but it is not clear when the new filing deadline will be for such foreign companies.  We recommend that foreign reporting companies prepare to file BOI reports shortly after FinCEN issues the interim final rule on March 21, 2025. 

Casner & Edwards will continue to monitor developments and provide updates.  

Background Information

The CTA is a new federal law that took effect on January 1, 2024.  It was enacted to combat money laundering, and under the CTA, all companies that are “reporting companies” must file certain beneficial ownership reports with the Department of Treasury’s Financial Crimes Enforcement Network.  Information on the CTA and its requirements and exemptions can be found in our previous client alerts of January 31, 2024 and October 15, 2024.  Additional information on the Texas Top Cop Shop, Inc., et al. v. Garland and the Smith et al. v. U.S. Department of the Treasury nationwide injunctions can be found in our previous client alerts of December 10, 2024, December 24, 2024, January 9, 2025, January 27, 2025, and February 19, 2025. 

Questions

If you have any questions, please contact Casner & Edwards attorneys Peter Dunn, Michael Zullas, Steven Ayr, or Drew Douglas-Steele.