Continuing its creativity in the midst of confusion, FinCEN announced that it will not issue fines or penalties or take any other enforcement actions against companies based on the failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act before the current deadlines. FinCEN announced that fines, penalties, and enforcement will await the effective date of a forthcoming interim final rule, and the lapse of any new due dates under it.
No later than March 21, 2025, FinCEN intends to issue an interim final rule that extends BOI reporting deadlines.
FinCEN will also seek to solicit public comment on potential revisions to existing BOI reporting requirements.
The bad news is that during this no-enforcement hiatus, companies are still required by the express language of the FinCEN regulations to file beneficial ownership information within 30 days of formation (for newly created entities) or by March 21, 2025 (for pre-2024 existing entities). Although there are no fines or penalties for failing to do so, non-filers making contractual representations and warranties that they are in compliance with law or with the CTA during this hiatus period might wish to consider including some form of exception thereto.
For questions about this update, please contact Russ Hansen or any member of Prince Lobel’s Business Transactions Group.