On November 30, 2023, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a final rule extending the deadline to 90 days to report beneficial ownership information for reporting companies formed in 2024. This transition rule amends the Corporate Transparency Act’s (“CTA”) Beneficial Ownership Information Reporting Rule (“BOI Reporting Rule”). It allows reporting companies that are established on or after the January 1, 2024 effective date of the BOI Reporting Rule to file an initial report within 90 calendar days of their creation or registration. Previously, newly created reporting companies were required to submit an initial report within 30 calendar days. Additional background on which entities are reporting companies, what information needs to be reported to FinCEN, and when reports are due is included in our previous alerts on this topic.
This extended deadline for filing reports applies only to reporting companies that are created or registered between January 1, 2024 and December 31, 2024. Reporting companies created or registered on or after January 1, 2025 will be required to submit an initial report within 30 days of becoming a reporting company (e.g., the date of formation for domestic reporting companies or the date of registering to do business within the United States for foreign reporting companies). The rule does not change the reporting deadline for reporting companies that are in existence prior to the January 1, 2024 effective date of the BOI Reporting Rule. Such reporting companies must still file an initial report by January 1, 2025.
This rule change is intended to give entities additional time to understand their new reporting obligations and collect the necessary beneficial ownership information. Companies formed in or registered to do business in the United States should begin preparing for the implementation of the CTA and its BOI Reporting rule.