The Financial Crimes Enforcement Network (FinCEN) will extend the current March 21 beneficial ownership information (BOI) reporting deadline, has suspended BOI enforcement, and will develop new regulations it says will reduce “regulatory burden,” the agency said Thursday.
The decision to pause enforcement prioritizes “reporting of BOI for those entities that pose the most significant law enforcement and national security risks,” a FinCEN release said.
FinCEN didn’t announce a new reporting deadline but said it would do so by March 21.
“For now, we don’t need to worry about the March 21 deadline. This is good news, and we need to stay tuned for more from FinCEN,” Melanie Lauridsen, the AICPA’s vice president–Tax Policy & Advocacy, said in a LinkedIn post.
FinCEN said it will not take any enforcement actions, including not issuing fines or penalties, based on a failure to file or update BOI reports by the current deadlines until an interim final rule becomes effective and the new relevant due dates in the interim final rule have passed.
The FinCEN release said the agency recognizes “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.”
After a federal district court last week lifted the last nationwide injunction preventing FinCEN from enforcing BOI reporting deadlines under the Corporate Transparency Act (CTA), P.L. 116-283, the agency said it would extend the deadline at least until March 21 for initial, updated, and/or corrected BOI reports from most small businesses required to file the reports.
Public comments
FinCEN also plans to seek public comments on potential revisions to existing BOI reporting requirements as it considers a notice of proposed rulemaking (NPRM) that it expects will be released later this year. The goal of the NPRM is to “minimize [the] burden on small businesses while ensuring that BOI is highly useful to important national security, intelligence, and law enforcement activities,” FinCEN said.
It also will use the comments to determine if BOI reporting deadlines need to be modified.
“We appreciate FinCEN’s recognition of the challenges faced by businesses and their decision to temporarily forgo fines or take enforcement actions until after the interim rule takes effect with new extended due dates,” Lauridsen said in a statement to the JofA. “It is encouraging that FinCEN has shown a commitment to reducing regulatory burden on businesses. We urge FinCEN to give small businesses as much leeway as possible and at a minimum request the filing deadline be extended through Jan 1, 2026.”
Lauridsen said the AICPA will submit formal comments as part of the rulemaking process.
In the courts and Congress
The FinCEN announcement on Thursday came after several court challenges, including two that briefly resulted in nationwide injunctions prohibiting enforcement of BOI reporting requirements. A federal district court lifted the last injunction last week.
In addition, the U.S. House earlier this month passed a bill to extend the BOI reporting deadline for most small businesses to Jan. 1, 2026. A companion bill was introduced in the Senate.
Background
Under the CTA, which Congress passed in 2021 as an anti-money-laundering initiative, reporting companies must disclose the identity and information about beneficial owners of the entities. For new entities incorporated after Jan. 1, 2024, reporting companies must also disclose the identity of “company applicants” — defined as any individual who files an application to form a corporation, limited liability company, or other similar entity.
Most reports were originally due by the start of 2025; however, FinCEN pushed that date to Jan. 13, a deadline that the injunctions made null. FinCEN then pushed the deadline to March 21.
Willful violations are punishable by a fine of $606 a day, up to $10,000, and two years in prison with similarly serious penalties for unauthorized disclosure.
AICPA advocacy
The AICPA and state CPA societies have written numerous letters to Congress and FinCEN, urging a delay in the reporting deadline.
The AICPA regularly updates its BOI reporting resource center.
— To comment on this article or to suggest an idea for another article, contact Martha Waggoner at Martha.Waggoner@aicpa-cima.com.
