FinCEN Says It Won’t Enforce Corporate Transparency Act Deadline

Treasury’s Financial Crimes Enforcement Network (FinCEN) announced February 27 that it would not take any actions to enforce the upcoming beneficial ownership information reporting deadline — and that revisions to the deadline and reporting requirements are on the way.

Under the Corporate Transparency Act (CTA), domestic entities created by a filing with a state secretary of state and foreign entities that registered to do business in the U.S. are required to submit information about their beneficial owners to FinCEN. The law is aimed at cracking down on money laundering and other crimes, but many small businesses claim it is too burdensome and violates constitutional rights.

FinCEN said it would not “issue any fines or penalties” or take other enforcement actions at this time against entities that are required under current law to submit reports about their beneficial owners.

The agency also announced a forthcoming interim final rule setting a new report deadline. While entities created or registered to do business before January 1, 2024, previously had until January 1, 2025, to file reports, a series of court cases paused that deadline. After the remaining injunction was lifted on February 18, FinCEN set a March 21, 2025, deadline. Now the agency is looking at a further extension — which it says will be provided via rulemaking no later than March 21.

FinCEN also plans to solicit public comments on how it might revise the reporting requirements to “minimize burden on small businesses.” The agency anticipates issuing a proposed rule later this year incorporating the feedback from small businesses.

Any rule changes, the agency said, will ensure beneficial ownership information is still “highly useful to important national security, intelligence, and law enforcement activities.”

FinCEN’s announcement came despite the Trump administration’s Treasury and Justice Department recent actions to defend the CTA in courts.

Meanwhile, the House has unanimously passed a bill (H.R. 736) that would — if approved in the Senate and enacted into law — extend the report deadline for existing entities that are “a small business concern” as defined under 15 U.S.C. 632 to January 1, 2026.

Small business compliance challenges have been a key concern as the CTA’s beneficial ownership information reporting rule was rolled out. The National Small Business Association — which has a case pending in the 11th U.S. Circuit Court of Appeals — said the average initial compliance cost for small business owners is “nearly $8,000.”

“For now, we don’t need to worry about the March 21 deadline,” said the American Institute of CPA’s (AICPA) Melanie Lauridsen. “This is good news and we need to stay tuned for more from FinCEN.”

“We appreciate FinCEN’s recognition of the challenges faced by businesses and their decision to temporarily forego fines or take enforcement actions until after the interim rule takes effect with new extended due dates,” Lauridsen told Checkpoint. “We urge FinCEN to give small businesses as much leeway as possible and at a minimum request the filing deadline be extended through January 1, 2026.”

AICPA has been pushing for a one-year deadline extension and further clarity on the reporting requirements. Chief among the concerns is that many small businesses are “still unaware of their reporting requirement” and may “become accidentally and unknowingly delinquent in their compliance.”

But another concern, said AICPA, is “the unnecessarily tight 30-day timeline for report amendments and changes, which is not consistent with tax filing.” The group says tax professionals would ordinarily learn of the changes warranting report updates during annual meetings prior to tax filing.

Transparency International U.S.’s Scott Greytak, however, called on Treasury to “move swiftly to make sure that this vital national security law is fully enforced, and that America’s law enforcement officials are armed with the tools necessary to cut off the flow of dirty money from transnational criminals into the U.S.”