FinCEN Pauses All CTA Filing Obligations and Will Issue New Rules

Amid various ongoing litigation concerning the constitutionality of the Corporate Transparency Act (CTA), the U.S. Financial Crimes Enforcement Network (FinCEN) had announced on February 19, 2025, that it was extending the CTA beneficial ownership information filing deadline for most companies to March 21, 2025 (see Client Alert here). 

Now, FinCEN has taken a step further, announcing yesterday “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” any reports mandated by the CTA.  According to FinCEN, “no enforcement actions will be taken, until a forthcoming interim final rule becomes effective.”  FinCEN states that it will issue the interim rule no later than March 21, 2025, and the new rule will establish new CTA filing deadlines. 

Thus, for the moment, there is no obligation for any entity to make or update any CTA filings. 

FinCEN also announced yesterday that it will solicit public comment on “potential revisions” to existing CTA reporting requirements.  FinCEN will consider those comments as part of a notice of proposed rulemaking “anticipated to be issued later this year to minimize [the] burden on small businesses while ensuring that [beneficial ownership information] is highly useful to important national security, intelligence, and law enforcement activities, as well [as] to determine what, if any, modifications to the deadlines . . . should be considered.”

FinCEN reiterated the U.S. Treasury Department’s “commitment to reducing [the] regulatory burden on businesses, as well as prioritizing [CTA reporting] for those entities that pose the most significant law enforcement and national security risks.”

This is a resounding win and relief for thousands of companies who had been preparing to make filings and navigating complex and confusing rules.  All companies can now stand down and wait for what almost certainly will be a significantly narrower reporting regime.

If you have any questions concerning this memorandum, please feel free to contact the authors or your regular contacts at the firm.