The Financial Crimes Enforcement Network (FinCEN) has proposed extending the deadline for certain companies to comply with the Corporate Transparency Act (CTA) and report their beneficial ownership information (BOI) from 30 days to 90 days.1
As of January 1, 2024, entities created or registered to do business in the United States (i.e., reporting companies) will need to file BOI reports with FinCEN unless they are subject to one of 23 enumerated exemptions. Currently, the rule contemplates that reporting companies created or registered to do business in the United States on or after January 1, 2024 must file their initial BOI reports within 30 days.
On September 28, FinCEN issued a Notice of Proposed Rulemaking (NPRM)2 that would extend that deadline from 30 days to 90 days for companies created or registered to do business in the United States between January 1, 2024 and December 31, 2024. Entities created on or after January 1, 2025 would still be required to file their reports within 30 days.
If the proposed rule comes into effect, the reporting deadlines would be amended as follows:
The NPRM explains that providing additional time would help reporting companies “understand the new reporting obligation and collect the necessary information to complete their filings.” FinCEN also noted that it intends to establish a contact center by January 1, 2024 to field questions about the BOI reporting requirements.
FinCEN will be accepting written comments on the NPRM until October 30, 2023. In the meantime, companies should consider whether they will be required to report their BOI and, if so, begin gathering documentation to ensure they are well positioned to timely and accurately file their initial BOI report and amend as necessary.
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1 For more information on the Corporate Transparency Act’s history and reporting requirements, see Pulling back the curtain: FinCEN finalizes ultimate beneficial owner reporting rule and Congress passes the Anti-Money Laundering Act of 2020, amending and modernizing the Bank Secrecy Act.
2 2023-21226.pdf (govinfo.gov)
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