Looks Like We’re Back to Square 1
The Beneficial Ownership Interest Report Is No Longer Due March 21, 2025
If you read last week’s article “Unless You’re Issac Winkles, File by March 21, 2025”, no you didn’t.
I say that because just a couple days after announcing the new Beneficial Ownership Interest Report (the “BOIR”) filing deadline, the Financial Crimes Enforcement Network (“FinCEN”) changed its mind.
On February 27, 2025, FinCEN announced that no fines or penalties will be issued nor will FinCEN bring any enforcement action for failure to file or update the Beneficial Ownership Interest Report required by the Corporate Transparency Act (the “CTA”), until an interim final rule becomes effective and the deadline in that interim final rule has passed.
When Was the Interim Final Rule Issued?
When will this new interim final rule be issued?
FinCEN says the interim final rule will be issued no later than March 21, 2025.
So, to be clear, the deadline for filing the BOIR is NOT March 21, 2025.
You’ll know when the new deadline when the interim final rule is issued.
As of March 3, 2025, the interim final rule has not been issued.
What Is the New BOIR Deadline?
What new deadline will the interim final rule set? Great question. I think it’ll be several months, at least, and could be as far in the future as 2026.
Notice-and-Comment Rulingmaking Procedures
FinCEN says it wants to solicit public comment on potential revisions to see if the deadline in the interim final rule needs to be modified.
The standard rulemaking procedure used by the federal government provides for a 60-day period for public comment.
It doesn’t make sense to issue a deadline before the end of the 60-day comment period if one of the reasons for the public comment period is to determine if the deadline should be longer.
The Protect Small Businesses from Excessive Paper Work Act of 2025
Also, Congress is currently considering an extension of the BOIR deadline to January 1, 2026 through a bill named the Protect Small Businesses from Excessive Paperwork Act of 2025. Any deadline FinCEN sets before January 1, 2026 would be overridden as an act of Congress by that bill if it passes. So, it doesn’t make sense to run that risk by issuing a deadline before that date.
The Texas Top Cop Shop & Smith Cases
There are two lawsuits challenging the constitutionality of the BOIR requirement. But, seeing how all injunctions in those lawsuits were eventually lifted and how Congress has acted through the Protect Small Businesses from Excessive Paperwork Act of 2025 to keep the CTA and BOIR intact, I don’t believe the deadline will be extended long enough to allow for those lawsuits to be resolved.
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