The January 1, 2025 filing deadline for reporting companies formed prior to January 1, 2024, is fast approaching, and businesses should begin preparations for such filings now to provide sufficient time to gather the necessary information and timely file any required BOI Reports.
As detailed in a previous Davis Graham Legal Alert*, the Corporate Transparency Act (the "CTA") requires all "reporting companies" – entities that have filed formation or registration documents with a U.S. state (or Indian tribe) – to file a beneficial ownership information report ("BOI Report") with the U.S. Treasury Department's Financial Crimes Enforcement Network ("FinCEN"), unless one of 23 enumerated exemptions is available. A reporting company's BOI Report must identify "beneficial owners" of the reporting company and, if formed on or after January 1, 2024, its "company applicants."
The filing deadline for a reporting company's initial BOI Report depends on the entity's formation/registration date:
| Formation/registration date | Filing deadline |
| Before January 1, 2024 | January 1, 2025 |
| January 1, 2024, to December 31, 2024 | Within 90 days of formation |
| On or after January 1, 2025 | Within 30 days of formation |
To be in a position to file on time, all businesses and organizations should promptly:
- Identify all U.S. entities in their structure and all non-U.S. entities that do business in the U.S. to determine whether such entities are "reporting companies" for purposes of the CTA
- Determine whether any exemptions from reporting apply to any such entities
- If no exemption applies:
- Identify all beneficial owners of the entity and, if the entity was formed after January 1, 2024, all company applicants, each as defined in the CTA;
- Gather required information from all beneficial owners and, if applicable, company applicants (which may involve requesting that beneficial owners apply for FinCEN Identifiers through the FinCEN ID Application page, and provide such FinCEN Identifier to the reporting company); and
- Compile and submit the BOI Report electronically through the FinCEN BOI Report E-Filing page, or engage a third-party service provider (such as your registered agent) to assist in the compilation and submission of your BOI Report; and
- Establish internal processes to ensure timely updates to the initial BOI Report.
FinCEN has published a number of resources on its Small Business Resources page, including the FinCEN Small Entity Compliance Guide, which provides additional guidance in analyzing the reporting exemptions, identifying beneficial owners and company applicants, and otherwise interpreting the CTA rules.
It is important to note that while legal challenges to the CTA are ongoing in the U.S. courts, reporting companies should proceed with filing their BOI Reports as and when required, as the general validity and enforceability of the CTA has not, to date, been impacted by such legal challenges.** Civil and criminal penalties may apply to a person who willfully violates the CTA reporting requirements (including by willfully failing to file a BOI Report, willfully filing false beneficial ownership information, or willfully failing to correct or update previously reported beneficial ownership information).
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
