By Evan Y. Bussiere, Esq. and Amber E. Storr, Esq.
The U.S. Treasury Department announced on March 2, 2025, that it will not enforce any penalties or fines against U.S. citizens or domestic reporting companies and their beneficial owners for any noncompliance with the Corporate Transparency Act deadlines for filing beneficial ownership information (“BOI”). Keeping track of the Act and its deadlines have been a rollercoaster of a ride, which continues with twists and turns. The deadlines for compliance with the Act have been changed multiple times due to ongoing litigation over the Act, including an injunction against enforcement. When the federal court injunction was stayed on February 18, 2025, FinCEN immediately extended the deadline for most companies to March 21, 2025.
Nine days later, FinCEN announced it would not take enforcement actions based on current deadlines, and that it intended to issue by March 21st interim rules to further extend the deadline and potentially change the scope of the existing rules. FinCEN then separately stated that it would solicit public comment to be considered in proposed rulemaking later this year. The goal is to minimize the burden on small domestic businesses while ensuring the BOI information deemed useful to national security interests is still obtained. Meanwhile, legislation has been introduced to extend the reporting deadline to January 1, 2026, while this is sorted out, but no such legislation has yet been passed.
The Treasury Department’s announcement this week appears to make compliance voluntary at this time, but it is unknown what the interim regulations will contain. Companies are generally waiting for the publication of the promised FinCEN interim rules for further clarification before filing BOI reports.
In New York, on January 1, 2024, Governor Hochul signed the LLC Transparency Act, which was amended as of March 1, 2024. Similar to the Corporate Transparency Act, the LLC Transparency Act requires that all domestic and foreign LLCs registered to do business in New York state file either a beneficial ownership disclosure or an attestation of exemption with the New York Department of State. This law is set to go into effect January 1, 2026. After January 1, 2026, all LLCs formed on or after January 1, 2026 must file beneficial ownership disclosure or attestations of exemption within thirty days of the initial LLC filing. All previously formed LLCs must file a beneficial ownership disclosure or attestation of exemption by January 1, 2027. It remains to be seen if the New York law will be enforced when the time comes.
