Treasury Follows CTA Reinstatement with Enforcement/Penalty Exemptions for U.S. Citizens and Domestic Reporting Companies

On March 2, 2025, the U.S. Department of Treasury issued a release announcing it will not be assessing penalties against U.S. citizens, domestic reporting companies, or their beneficial owners even after the impending proposed rules take effect.  Treasury also plans to issue guidance that will narrow the scope of BOI reporting to foreign reporting companies only. 

Treasury’s announcement follows FinCEN’s guidance that no fines, penalties, or any other enforcement action will be taken against companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines, until a forthcoming interim final rule takes effect with it’s own deadlines and those have passed.

**This is the most current information available on the Corporate Transparency Act, below is information based on a previous update in February.

After a flurry of legal activity surrounding the Corporate Transparency Act (CTA), the most recent injunction on enforcement of CTA has been stayed, which means beneficial ownership information (BOI) reporting requirements under the Corporate Transparency Act (CTA) are once again back in effect. 

Given all the confusion and temporary injunctions, Financial Crime Enforcement Network (FinCEN) has given companies additional time to comply with beneficial ownership information reporting obligations. FinCEN has extended the BOI filing deadline to 30 calendar days from February 19, 2025, for most companies. 

During these 30 days FinCEN will assess the further modification of deadlines and prioritize reporting for entities deemed to have a significant national security risk. It also intends to revise the BOI reporting rule to reduce burden on lower-risk entities that include many U.S. small business. 

Updated deadlines

• For a majority of companies, the new deadline to file an initial, updated and/or corrected BOI is March 21, 2025. FinCEN will provide an update before the deadline if it is to be modified to give reporting companies additional time for compliance.
• Reporting companies that were previously given a reporting deadline later than the March 21, 2025 deadline must file their initial BOI report by that given deadline. For example, if a company’s reporting deadline is in April 2025 because it qualifies for certain disaster relief extensions, it should adhere to the April deadline.
• Members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.

Addressing compliance obligations

This article is not intended to provide any legal advice and UHY does not provide services related to CTA or the CTA’s BOI reporting requirements. We strongly encourage you to contact your legal counsel if you have questions regarding the CTA or to assist in your possible BOI reporting obligations.