In addition to the February 27, 2025 announcement noted below (that Treasury will not enforce penalties and fines related to BOI reporting requirements within existing deadlines), another announcement made on March 2, 2025 states Treasury will not be enforcing BOI reporting requirements against U.S. citizens or domestic reporting companies or their beneficial owners. Forthcoming proposed rules will only require BOI reporting requirements to foreign reporting companies.
On February 27, 2025 FinCEN announced it intends to issue an interim final rule by March 21, 2025 extending BOI reporting deadlines. In the meantime, FinCEN will not fine, penalize, or take enforcement action against any companies that do not file BOI reports by the current deadlines.
The U.S. District Court for the Eastern District of Texas has lifted the final nationwide injunction against the Corporate Transparency Act (CTA) in the case of Smith, et al. v. U.S. Department of the Treasury, et. al. Considering the recent Supreme Court ruling in McHenry v. Texas Top Cop Shop, Inc. staying the District Court’s injunction, and the pending appeal to the Fifth Circuit by the government in Smith, Judge Jeremy D. Kernodle stayed his previous order that had blocked the Act nationwide. With this decision, the beneficial ownership information (BOI) reporting requirements of the CTA are now in effect.
Guidance for Companies Subject to BOI Reporting
The CTA mandates the reporting of certain BOI information to identify individuals who directly own or control specific entities to the Financial Crimes Enforcement Network (FinCEN). The database aims to assist FinCEN and other permitted agencies in protecting U.S. financial interests from illicit activities hidden behind shell companies or other complex ownership structures.
In its latest notice, FinCEN has extended the deadline for most companies with BOI reporting obligations from February 19, 2025, to March 21, 2025. Additionally, FinCEN indicated that it would assess options to further modify deadlines in keeping with the Treasury’s commitment to reduce regulatory burdens on businesses. FinCEN also expressed its intention to reduce reporting requirements for many U.S. small businesses moving forward.
On February 10, 2025, the House of Representatives voted unanimously to pass the Protect Small Business from Excessive Paperwork Act of 2025. This bill would delay the BOI reporting date to January 1, 2026 for companies formed or registered prior to January 1, 2024. The bill has not yet been considered in the Senate.
The CTA reporting rules are not issued under the Internal Revenue Code; therefore, we recommend reporting companies contact legal counsel for assistance. Professionals at Forvis Mazars are available to assist with general questions and can help direct you to the appropriate available resources.