Treasury Announces that it Will Not Be Enforcing BOI Reporting for Domestic Companies

To help you stay abreast of the ever-changing status of the Corporate Transparency Act's beneficial ownership information reporting requirements, we're providing a timeline. Stay tuned for further updates!

March 2, 2025

On March 2, 2025, the U.S. Treasury issued a press release announcing that it will not be enforcing any penalties or fines associated with BOI reporting even after the promised new rule takes effect. The new rule will narrow the scope to foreign companies only:

The Treasury Department is announcing today that, with respect to the Corporate Transparency Act, not only will it not enforce any penalties or fines associated with the beneficial ownership information reporting rule under the existing regulatory deadlines, but it will further not enforce any penalties or fines against U.S. citizens or domestic reporting companies or their beneficial owners after the forthcoming rule changes take effect either. The Treasury Department will further be issuing a proposed rulemaking that will narrow the scope of the rule to foreign reporting companies only. Treasury takes this step in the interest of supporting hard-working American taxpayers and small businesses and ensuring that the rule is appropriately tailored to advance the public interest.

February 27, 2025

FinCEN issued the following announcement:

Today, FinCEN announced that it will not issue any fines or penalties or take any other enforcement actions against any companies based on any failure to file or update beneficial ownership information (BOI) reports pursuant to the Corporate Transparency Act by the current deadlines. No fines or penalties will be issued, and no enforcement actions will be taken, until a forthcoming interim final rule becomes effective and the new relevant due dates in the interim final rule have passed. This announcement continues Treasury’s commitment to reducing regulatory burden on businesses, as well as prioritizing under the Corporate Transparency Act reporting of BOI for those entities that pose the most significant law enforcement and national security risks.

No later than March 21, 2025, FinCEN intends to issue an interim final rule that extends BOI reporting deadlines, recognizing the need to provide new guidance and clarity as quickly as possible, while ensuring that BOI that is highly useful to important national security, intelligence, and law enforcement activities is reported.

FinCEN also intends to solicit public comment on potential revisions to existing BOI reporting requirements. FinCEN will consider those comments as part of a notice of proposed rulemaking anticipated to be issued later this year to minimize burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities, as well to determine what, if any, modifications to the deadlines referenced here should be considered.

February 19, 2025

FinCEN has posted its response to the lifting of the preliminary injunction. Pending further court action, beneficial ownership information reporting obligations are back in effect. Reporting companies generally have until March 21, 2025, to file their initial or updated BOI reports. In keeping with "Treasury’s commitment to reducing regulatory burden on businesses, during this 30-day period FinCEN will assess its options to further modify deadlines, while prioritizing reporting for those entities that pose the most significant national security risks." So stay tuned for further information. "FinCEN also intends to initiate a process this year to revise the BOI reporting rule to reduce burden for lower-risk entities, including many U.S. small businesses."

February 17, 2025

The district court in the Smith v. U.S. Department of Treasury case lifted the preliminary injunction that was preventing FinCEN from enforcing the BOI reporting requirements. FinCEN has yet to issue a statement, but FinCEN had earlier stated that it would extend the reporting deadline for 30 days from the date of any future court order offering relief.

February 5, 2025

The U.S. DOJ filed a notice of appeal to the order granting the preliminary injunction issued by the district court in Smith v. U.S. Department of Treasury. The DOJ concurrently filed a motion to lift the stay in the case, pending resolution of the appeal. In its filing, the DOJ suggested the new administration's approach to enforcing this law:

If the stay is granted, the Department of the Treasury’s Financial Crimes Enforcement
Network (FinCEN) intends to extend the Corporate Transparency Act (CTA) compliance deadline
for thirty days. During that period, FinCEN will assess whether it is appropriate to modify the CTA’s
reporting requirements to alleviate the burden on low-risk entities while prioritizing enforcement to
address the most significant risks to U.S. national security. Staying the grant of preliminary relief will
help facilitate that process.

FinCEN has also posted an update on its website:

On January 7, 2025, in the case of Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.), the U.S. District Court for the Eastern District of Texas, Tyler Division, issued an order enjoining the government from enforcing the CTA against the plaintiffs and staying FinCEN’s regulations implementing the CTA’s reporting requirements (31 C.F.R. § 1010.380). On February 5, 2025, the Department of Justice—on behalf of the Department of the Treasury (Treasury)—filed a notice of appeal of the district court’s order and, in parallel, has sought to stay that order as the appeal proceeds.

If the district court’s order is stayed, thereby allowing FinCEN’s Reporting Rule to come back into effect, FinCEN intends to extend the reporting deadline for all reporting companies 30 days from the date the stay is granted. Further, in keeping with Treasury’s commitment to reducing regulatory burden on businesses, FinCEN, during that 30-day period, will assess its options to modify further deadlines or reporting requirements for lower-risk entities, including many U.S. small businesses, while prioritizing reporting for those entities that pose the most significant national security risks.

January 23-24, 2025

On January 23, 2025, the application for stay presented to Justice Alito and by him referred to the Court was granted.

Specifically, the Court stated that the December 5, 2024 amended order of the United States District Court for the Eastern District of Texas, case No. 4:24–cv–478, is stayed pending the disposition of the appeal in the United States Court of Appeals for the Fifth Circuit and disposition of a petition for a writ of certiorari, if such a writ is timely sought.Should certiorari be denied, this stay shall terminate automatically. In the event certiorari is granted, the stay shall terminate upon the sending down of the judgment of this Court. Justice Gorsuch concurred in the grant of stay.  Justice Jackson dissented.

Because a different injunction from another court in the Eastern District of Texas remains in effect, reporting companies are not currently required to file beneficial ownership information with FinCEN despite the Supreme Court’s action in Texas Top Cop Shop. On January 24, 2025, FinCEN posted this notice to its website: As of January 24, BOI reporting remains voluntary. Although the U.S. Supreme Court lifted the injunction in the case before it (Texas Top Cop Shop), the January 7 injunction from Smith v. U.S. Department of Treasury remains in place. The Department of Justice had not yet challenged the Smith injunction. 

For more information about BOI reporting requirements, read this post.