Reporting requirement due dates
Existing companies have one year from the effective date of the CTA to file a BOI report with FinCEN. However, newly formed or registered companies must file within either 90 days or 30 days of their formation or registration date.
Let’s define what this means and key filing requirements:
- Existing companies: An existing company is an LLC, corporation, or other entity created or registered to do business by filing a document with a secretary of state or similar office, that was created or registered before January 1, 2024. If your company falls within this bracket, it must file an initial BOI report by January 1, 2025.
- New companies:
- A new reporting company is an LLC, corporation, or other entity created or registered by filing a document with a secretary of state or similar office that was created or first registered on or after January 1, 2024, and before January 1, 2025. If this is your company, it must file an initial BOI report within 90 calendar days after receiving notice of the company’s creation or registration (actual or public notice).
- LLC, corporation, or other entity created or registered that were created or registered on or after January 1, 2025 will have 30 calendar days after receiving notice of the company’s registration to file a BOI report.
If there is any change in the information provided about the reporting company or the beneficial owners, including who the beneficial owners are, the company must file an updated BOI report with FinCEN within 30 days of the change. If any of the information reported about the company, its beneficial owners, or company applicants was inaccurate when the report was filed, the company must file a corrected BOI report with FinCEN within 30 days of when it became aware of the inaccuracy.
The CTA does not require reporting companies to file a report annually. The law only requires an initial filing, or updates or corrections, if needed.
Privacy protection
The beneficial ownership information collected by FinCEN is not made public and is only available to certain government agencies and used for law enforcement, national security, and intelligence purposes, as well as financial institutions so they can fulfill certain reporting obligations, regulatory agencies that supervise financial institutions, and the Department of Treasury.
For more information, read FinCEN issues final rule on access to the beneficial ownership information reported under the Corporate Transparency Act
Can I submit BOI information to the Secretary of State or other state corporate filing office?
No. The CTA requires that all BOI reports are submitted directly to FinCEN, or through a third party provider to FinCEN. When forming or registering a business with your Secretary of State or similar office, you are not required to file this BOI report.
Exemptions from the CTA
Not all businesses are subject to the CTA. For instance, publicly traded companies, large operating companies, other regulated entities, and those businesses that meet other specific criteria may be exempt. In addition, businesses that are not LLCs, corporations, or other entities created by filing a document with a secretary of state or similar office are not required to file a report.
For more information, visit The 23 exemptions from the Corporate Transparency Act’s beneficial ownership information reporting requirement.
Penalties for non-compliance
Willfully failing to file an initial, updated, or corrected report or providing false or fraudulent information can lead to serious consequences. This includes hefty fines and the possibility of facing criminal charges.
Learn more
To learn more about what the CTA could mean for your business, potential next steps, news and updates, visit Corporate Transparency Act Resources from CT Corporation. If the CTA impacts your company, CT Corporation can help you file your BOI report fast and accurately, learn more about our Beneficial Ownership Information Compliance services.
Key terms to know
Reporting company: An entity required to submit a BOI report under the CTA. This includes both domestic reporting companies and foreign reporting companies.
Domestic reporting company: Any entity that is a corporation, LLC, or formed by filing a document with a secretary of state or similar office under state or tribal law, that does not qualify for an exemption.
Foreign reporting company: An LLC, corporation, or other entity formed under foreign law and registered to do business in the U.S. by filing a document with a secretary of state or similar office that does not qualify for an exemption.
Beneficial owner: An individual with either substantial control over a company, or who owns or controls 25% or more of its ownership interests.
Beneficial Ownership Information (BOI): Personal identifying information about individuals who directly or indirectly own or control a company.
Company applicant: For domestic reporting companies, this is the person who files the document to create the company. For foreign reporting companies, the company applicant is the person who registers the company to do business in the U.S. In both domestic and foreign reporting companies, this refers to the person mainly in charge of guiding or overseeing the filing process when multiple individuals are involved in submitting the document.
FinCEN identifier: A unique number FinCEN issues to individuals and reporting companies upon application, replacing the need for identifying information about beneficial owners to be set forth in reports.
Substantial control: An individual is considered to have substantial control of a reporting company if they are a senior officer, have authority over key appointments, or are a crucial decision-maker.
Ownership interest: An arrangement that establishes ownership rights in a reporting company, like shares, stock, voting rights, or other mechanisms indicating ownership.
