Corporate Transparency Act – Absurdity

The date of this alert is February 25, 2025. Well, the clown show continues. FinCen (Financial Crimes Enforcement Network) reported that since the Corporate Transparency Act (the “Act”) is once again the law of the land, all companies that are required to file a Beneficial Ownership Interest report (“BOI”) are required to submit the BOI on or before March 21, 2025. Whether you liked it or not, that statement at least provided clarity. Days later, FinCen just jumbled up everything. FinCen announced that all reporting companies that have not yet submitted its BOI are still required to submit the BOI on or before March 21, 2025, BUT, prior to March 21, 2025, “FinCen will assess its options for further modifying deadlines.” FinCen also indicated that it may alter filing deadlines to prioritize the filing by companies “that pose the most significant national security risk.” And, sometime during 2025, FinCen may rewrite the rules as to companies that do and do not fall under the definition of a “reporting company” in order to lessen the regulatory burden on small businesses. The notice did not provide any guidance as to what type of company may fall into “the most significant national security risk” category.

So, what to do? Pull your hair out. I recommend gathering all of the relevant data that you will need to disclose if your company ultimately is required to submit the BOI so that you are ready to go if FinCen’s new guidance results in your company being considered to be a “reporting company.” If under the current law your company falls under the definition of a “reporting company,” it is my thought that I would hold off in submitting the BOI until say March 10, 2025 or so. This will provide FinCen some time to figure out where the goal posts are going to get moved to this time.

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Chris Corpus

Founding Partner at Corpus Law Inc

This article does not provide legal advice or create an attorney-client relationship. If you have any questions or would like to learn more about this topic or if you have other legal questions, do not hesitate to contact Chris Corpus, Esq. of Corpus Law Inc at 216-973-2475. Copyright Christopher A. Corpus 2025.