The Corporate Transparency Act (“CTA”) was enacted in 2021 as part of the Anti-Money Laundering Act of 2020. The CTA requires certain business entities (“Reporting Companies”) to report beneficial ownership information (“BOI”), and, for entities created or registered on or after January 1, 2024, information with respect to any individual who directly files the document creating the Reporting Company (“Company Applicant”), to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”).
The CTA imposes different filing deadlines depending on whether a Reporting Company is in existence, or, in the case of a foreign company, registered to do business in a state or tribal jurisdiction as of January 1, 2024. FinCEN’s original rule required Reporting Companies created on or after January 1, 2024, to file their initial BOI reports within 30 days of the earlier of the date on which it receives actual notice of creation, or a secretary of state first provides public notice of the creation of the entity.
On November 29, 2023, FinCEN extended the 30-day deadline to 90 calendar days for Reporting Companies created or registered on or after January 1, 2024 in order to give Reporting Companies more time to understand FinCEN’s reporting requirements and submit their BOI reports.
Reporting Companies created or registered prior to January 1, 2024, still have a calendar year from the Act’s effective date – until January 1, 2025 – to file their initial BOI reports.
For Reporting companies created or registered on or after January 1, 2025, their initial BOI reports must be filed within 30 calendar days of receiving actual or public notice of their creation or registration becoming effective.
As a reminder, FinCEN will not accept BOI reports from Reporting Companies until January 1, 2024.
For questions about these new rules, the CTA, or customer due diligence and beneficial ownership rules more generally, contact the authors of this article or another member of the McGuireWoods Government Investigations and White Collar team, Financial Services Litigation team, Tax & Employment Benefits team, or the Corporate & Private Equity team.