The Treasury Department announced that it wouldn’t enforce beneficial ownership information (BOI) report filing deadlines against U.S. citizens or domestic reporting companies. This follows a Financial Crimes Enforcement Network (FinCEN) press release stating that it won’t issue any enforcements, including penalties or fines, against companies that fail to file or update BOI reports. Previously, reporting companies had until March 21, 2025, to submit their BOI report.
New Details on BOI Report Filing Deadline
On March 2, 2025, the Treasury Department announced that the agency wouldn’t enforce either penalties or fines associated with the BOI reporting rule under its existing regulatory deadlines. FinCEN, on February 27, 2025, also announced a pause on issuing fines, penalties or any other enforcement action based on a company’s failure to file or update its report to comply with the Corporate Transparency Act (CTA).
The agency continues to stress that it is prioritizing enforcement for entities that pose the most significant law enforcement and/or national security risks. FinCEN also announced its intention to issue an interim final rule extending BOI reporting deadlines, which will occur no later than March 21, 2025. Additional guidance and clarity are necessary to ensure the prioritization of BOI that falls under the category of a national security or law enforcement risk. FinCEN will also solicit public comment on potential revisions to current BOI reporting requirements that promote national security while minimizing the burden on small businesses.
While domestic reporters and U.S. citizens have been excluded from reporting requirements, other entities will still be required to submit to the BOI reporting rule and existing regulatory deadlines. Foreign reporting companies should expect the Treasury to issue a proposed rule that narrows the scope of reporting obligations to include them, exclusively. The CTA provides the following definitions within its regulations:
Domestic Reporting Companies
Corporations, limited liability companies (LLCs) and any other entity created through filing a document with a secretary of state or a similar office in the United States.
Foreign Reporting Company
A company created or formed under the laws of a foreign country. It has filed with a secretary of state or similar office of the state or tribal jurisdiction to register a business.
Review the BOI FAQ FinCEN published to ensure compliance.
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