On November 30, 2023, the Financial Crimes Enforcement Network (FinCEN) issued a final rule extending the deadline for certain "reporting companies" to file their initial beneficial ownership (BOI) report under the Corporate Transparency Act (CTA). This extension applies only to those reporting companies that are newly formed during the 2024 calendar year, or to foreign reporting companies that register to do business in the United States during the 2024 calendar year.
Under the original CTA Reporting Rule set to take effect January 1, 2024, reporting companies formed or registered after January 1, 2024, would be required to submit an initial BOI report to FinCEN within 30 days of formation or registration. FinCEN's newly issued Beneficial Ownership Information Reporting Deadline Extension for Reporting Companies Created or Registered in 2024 extends that reporting deadline from 30 days to 90 calendar days.
FinCEN's BOI database, the BOSS system, will be accessible on January 1, 2024. Prior to January 1, 2024, FinCEN will not make the BOSS database available and will not accept BOI reports from reporting companies. The deadline extension will provide reporting companies with additional time to become familiar with the BOSS database and "to resolve questions that may arise in the process of completing their initial BOI reports". FinCEN anticipates that the "deadline extension will make compliance easier for these first filers under the new reporting requirement and will promote the creation of a highly useful BOI database, as required by Congress."
According to FinCEN's November 29, 2023 announcement, "[t]his deadline extension will have significant benefits and will provide valuable extra time for company applicants and for reporting companies created or registered in 2024 to understand this new regulatory obligation and obtain the required information to file their BOI reports."
The extension will only apply to those reporting companies formed or registered within the 2024 calendar year. Reporting companies formed or registered after January 1, 2025 will continue to have only 30 calendar days to file their initial BOI reports. Reporting companies created or registered before January 1, 2024 will see no change, and will be required to file their initial BOI report before January 1, 2025. Likewise, the deadline to submit updated BOI reports within 30 days of a change in BOI information will remain the same.
Continue to watch this blog for CTA updates as FinCEN's Beneficial Ownership Information Reporting Rule becomes effective January 1, 2024.
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