BOI Reports: File or don't file

FinCEN announced yesterday that companies that don’t file their Business Ownership Information reports by their latest March 21 deadline will not be fined or penalized.

• Also, they said they’re planning to issue a new interim “final”🤣 rule by March 21 that will extend the reporting deadlines yet again.

• Aaaannnnndd, they’re going to solicit additional public comments for more potential revisions to the existing BOI reporting requirements.

Why it matters: This is the fourth or fifth (I’ve lost count) time that FinCEN has changed its position on filing the BOI report. For now, there’s a deadline to file by March 21, but if you don’t comply they’re not going to do anything to you.

Penalties outlined in the Corporate Transparency Act that created the BOI reporting requirements range from as low as $500 per day up to $10,000 and two years in prison. The fact that the Financial Crimes Enforcement Network is now saying they won’t enforce the penalties for committing the crime of willfully not filing the report is perplexing.

Yes, but it’s become a running joke at this point. The credibility of an enforcement arm of the U.S. Department of the Treasury has become a chaotic joke of starts, stops, conflicting messaging, and indecision.

• While judicial holdings for or against injunctions are partly to blame, the fact that FinCEN has been for, against, for, and now against such reporting doesn’t inspire confidence that that agency has a compass anymore and leads many to doubt that the agency is still capable of being effective in its mission “to protect the US financial system from criminal and terrorist abuse.”

Case in point: While the agency sent out an e-mail with the notice that they won’t be issuing fines for penalties, they have yet to update the BOI reporting website notices with this information. 🧐

Below is a copy of the e-mailed notice from FinCEN with this latest edict of non-edictness:

FinCEN Not Issuing Fines or Penalties in Connection with Beneficial Ownership Information Reporting Deadlines 

Immediate release: February 27, 2025

WASHINGTON––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.

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