Key takeaway: FinCEN grants an extension for reporting companies created or first registered in 2024 to give these entities more time to understand and comply with the regulatory obligations.
On January 1, 2024 the rule requiring beneficial ownership information (BOI) reporting under the Corporate Transparency Act went into effect. As originally written, the BOI reporting rule provided that a domestic reporting company created on or after January 1, 2024 or a foreign reporting company first registered on or after January 1, 2024 must file its initial beneficial ownership information report with the Financial Crimes Enforcement Network (FinCEN) within 30 calendar days of receiving notice of its creation or registration.
On November 29, 2023, FinCEN issued a final rule to extend the deadline for filing initial beneficial ownership Information reports for domestic and foreign reporting companies created or registered to do business in the United States on or after January 1, 2024 and before January 1, 2025 from within 30 calendar days of receiving notice of its creation or registration to within 90 calendar days of receiving notice of its creation or registration. According to FinCEN the extension for reporting companies created or first registered in 2024 will give these entities more time to understand the new reporting obligation and collect the necessary information to complete their filings. Other deadlines for filing initial reports remain the same.
Therefore, effective January 1, 2024 initial BOI reports must be filed according to the following timeline:
(1) Domestic reporting companies created on or after January 1, 2024 and before January 1, 2025
File an initial report within 90 calendar days of the earlier of the date on which it receives actual notice that its creation has become effective or the date on which a secretary of state or similar office first provides public notice that the domestic reporting company has been created.
(2) Domestic reporting companies created on or after January 1, 2025
File an initial report within 30 calendar days of the earlier of the date on which it receives actual notice that its creation has become effective or the date on which a secretary of state or similar office first provides public notice that the domestic reporting company has been created.
(3) Foreign reporting companies that first registered to do business in the U.S. on or after January 1, 2024 and before January 1, 2025
File an initial report within 90 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice that the foreign reporting company has been registered to do business.
(4) Foreign reporting companies that first registered to do business in the U.S. on or after January 1, 2025
File an initial report within 30 calendar days of the earlier of the date on which it receives actual notice that it has been registered to do business or the date on which a secretary of state or similar office first provides public notice that the foreign reporting company has been registered to do business.
(5) Domestic reporting companies created before January 1, 2024
File an initial report not later than January 1, 2025.
(6) Foreign reporting companies that first registered to do business in the U.S. before January 1, 2024
File a report not later than January 1, 2025.
No other changes to the filing deadlines were made.
Updated reports are still required to be filed within 30 calendar days after the date on which the change occurs and a corrected report must still be filed within 30 calendar days after the date on which the reporting company becomes aware or has reason to know of the inaccuracy.
Learn more
To learn more about how CT Corporation can help, contact a CT Corporation service representative or visit our Corporate Transparency Act resource page where you can sign up for updates.
The final rule extending the deadline can be viewed here: https://public-inspection.federalregister.gov/2023-26399.pdf
