On February 19, 2025, the Financial Crimes Enforcement Network (FinCEN) issued a notice that they revived the reporting requirements under the Corporate Transparency Act (CTA) for beneficial ownership information (BOI). It was stated that companies would have until March 21, 2025, to submit their reports.

However, despite reinstating the BOI reporting mandate, FinCEN announced on February 27, 2025, that it will not enforce penalties, fines, or legal actions against businesses that miss the deadline. Enforcement remains suspended until an interim final rule is established, pushing back compliance obligations indefinitely. Essentially, companies are not required to submit their BOI reports until further notice.

• • • Read the announcement HERE.

What’s on the Horizon?

FinCEN plans to introduce an interim final rule by March 21, 2025, clarifying new deadlines and requirements for BOI reporting. The updated framework will seek to ensure transparency in corporate ownership while accommodating varying levels of compliance risks among businesses.

Additionally, FinCEN is inviting public input on potential adjustments to the reporting rules. This consultation process will help shape a more balanced approach that considers both national security concerns and the challenges faced by small businesses. A formal rulemaking process is expected later in 2025, which may include deadline extensions and refinements to reporting obligations.

Legislative Developments to Watch

In response to industry concerns, the U.S. House of Representatives unanimously passed a bill (H.R. 736) on February 10, 2025, proposing to extend the CTA reporting deadline for existing businesses to January 1, 2026. A corresponding Senate bill (S.505) is expected to receive strong backing. If enacted, businesses formed before January 1, 2024, would have until January 1, 2026, to file their initial reports. Meanwhile, FinCEN would need to establish new reporting deadlines for entities created after January 1, 2024.

Six-Month Extension for Hurricane-Affected Florida Counties

FinCEN has also granted a six-month extension for certain entities impacted by Hurricane Milton to file their Beneficial Ownership Information Report (BOIR) under the CTA.

• • • Read the FinCEN NoticeHERE

Who Qualifies for the Extension?

To be eligible, an entity must meet the following criteria:

• • • Its original BOIR filing deadline falls between October 4, 2024, and January 2, 2025.
    • Its principal place of business is in a county designated by FEMA for individual or public assistance.
    • The IRS has identified the area as qualifying for tax filing relief due to Hurricane Milton.

Affected Florida Counties

Entities based in the following counties qualify for the extension: Alachua, Baker, Bradford, Brevard, Broward, Charlotte, Citrus, Clay, Collier, Columbia, DeSoto, Dixie, Duval, Flagler, Gilchrist, Glades, Hamilton, Hardee, Hendry, Hernando, Highlands, Hillsborough, Indian River, Lafayette, Lake, Lee, Levy, Madison, Manatee, Marion, Martin, Miami-Dade, Monroe, Nassau, Okeechobee, Orange, Osceola, Palm Beach, Pasco, Pinellas, Polk, Putnam, Sarasota, Seminole, St. Johns, St. Lucie, Sumter, Suwannee, Taylor, Union, and Volusia.

How the Extension Works

As an example of the extension, if an eligible entity originally had a BOIR deadline of January 1, 2025 (or January 13, 2025, under FinCEN’s previous extension following the temporary injunction on CTA enforcement), its new deadline would be extended to July 1, 2025.

Businesses in the affected regions should monitor further updates from FinCEN and seek professional guidance to ensure compliance with the revised deadlines.

What Should Businesses Do Now?

For the time being, businesses can choose to voluntarily submit their BOI reports or wait for further updates. Given ongoing legal and legislative developments, the CTA’s compliance landscape remains fluid. Companies should stay informed, consult legal experts, and prepare for potential changes once FinCEN releases its interim final rule.

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This Blog was written by Founding Attorney, Katelyn Dougherty.

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