Strap in—Corporate Transparency Act (the “CTA”) compliance has taken yet another unexpected turn. Just as companies were gearing up to meet the March 21^st deadline for filing beneficial ownership information (“BOI”) reports required by the CTA, FinCEN slammed the brakes on enforcement.

On February 27, 2025, FinCEN announced that “it will not issue any fines or penalties or take any enforcement actions against any companies based on any failure to file or update [BOI] reports […] by the current [March 21, 2025] deadline.” For the time being, this move effectively makes compliance voluntary, as FinCEN works on an interim final rule that will include an extension to BOI reporting deadlines.

What Just Happened?

• February 17-18, 2025 – The U.S. District Court for the Eastern District of Texas lifts the last remaining nationwide injunction blocking CTA enforcement in Smith, et al. v. U.S. Department of the Treasury, et al., effectively reinstating reporting requirements. In response, FinCEN extends the filing deadline for most companies to March 21, 2025.
• February 27, 2025 – FinCEN releases a statement advising that no fines or penalties will be issued, and no enforcement actions will be taken against companies for failures to file initial or updated reports while the agency works on an interim final rule to extend deadlines further.

What’s to Come?

• By March 21, 2025 – FinCEN expects to issue an interim final rule, which will extend BOI reporting deadlines and provide guidance on changes to come.
• Later in 2025 – FinCEN expects to solicit public comment on potential revisions to BOI reporting requirements as part of a notice of proposed rulemaking intended to minimize burdens on small businesses.

What Does This Mean for You?

• Filing CTA Reports is Effectively Voluntary (for Now): Companies will not face consequences for failing to file initial or new BOI reports at this time. Given forthcoming extended deadlines and proposed changes to reporting requirements, companies may choose to hold off on filing BOI reports until clearer guidance is issued.
• Consider Filing Corrections, if Necessary: While FinCEN’s statement provides that it will not issue any fines or penalties or take any other enforcement actions based on a failure to file or update BOI reports, it does not expressly cover correction of errors in previously filed BOI reports.
• Stay Informed: Federal litigation is ongoing and quickly evolving. The CTA continues to face challenges across federal courts and within Congress. Companies should monitor these developments closely.

Buckle up—the twists and turns of the CTA aren’t over yet. We’re closely tracking developments and will provide updates as FinCEN releases additional guidance. For questions or assistance, contact the Bailey Glasser CTA team at CTA@baileyglasser.com.

Lorren Patterson – lpatterson@baileyglasser.com

Paul-Kalvin Collins – pcollins@baileyglasser.com

Japera Parker – jparker@baileyglasser.com

Read our previous CTA Client Alerts here:

February 21, 2025: CTA Springs Back into Action - New BOI Report Filing Deadline Set for March 21, 2025

February 11, 2024: The Roller Coaster Ride Continues: CTA Reporting Obligations Still on Hold Despite Supreme Court Ruling

December 5, 2024: Client Alert: Holiday Surprise: Nationwide Injunction Halts Corporate Transparency Act Enforcement

December 10, 2024: UPDATE: FinCEN Responds to Nationwide Preliminary Injunction of CTA Enforcement