IMPORTANT CORPORATE TRANSPARENCY ACT UPDATE: The CTA’s Effective Date Is Rapidly Approaching. Compliance Deadline Extended for New Companies Only.

The January 1, 2024, effective date of the Corporate Transparency Act (CTA) is only a couple of weeks away. That means the deadlines for the CTA’s new, complicated, and burdensome reporting requirements will soon be here as well. If your company is one of the estimated 36 million American businesses considered a “Reporting Company” under the law, you will need to understand what beneficial ownership information (BOI) about your company to disclose to the federal government and when you need to do so.

In this earlier blog post, we discussed the CTA’s reporting requirements in great detail, including how to determine whether your business is a non-exempt Reporting Company and what information needs to be reported to FinCEN if it is. That post also discussed the CTA’s compliance deadlines for different categories of covered entities. Recently, the Financial Crimes Enforcement Network (FinCEN), the federal agency charged with administering and enforcing the CTA, issued a Final Rule that extends the reporting deadlines for some newer companies while leaving unchanged the existing BOI reporting dates for most other Reporting Companies.

Adopted on November 29, 2023, the Final Rule extends the BOI reporting deadline only for entities created or registered on or after the Rule’s effective date of January 1, 2024, and before January 1, 2025. FinCEN adopted the Rule to “give those entities additional time to understand the new reporting obligation and collect the necessary information to complete their filings.”

Accordingly, new domestic or foreign Reporting Companies formed during calendar year 2024 must submit their BOI report within 90 days after the date of the entity’s formation (i.e., the filing date of its Articles or Certificate). Prior to the adoption of the Final Rule, all such entities had to file their reports within 30 days after the date of their formation. For all covered entities formed either before or after 2024, the CTA’s deadlines for submitting BOI reports to FinCEN are as follows:

• Existing domestic or foreign Reporting Companies formed before January 1, 2024: On or before January 1, 2025 (one year after the effective date of the CTA.
• New domestic or foreign Reporting Companies formed on or after January 1, 2025: Within 30 days after its date of formation (i.e., the filing date of its Articles or Certificate).

If you have questions or concerns about your company’s obligations under the Corporate Transparency Act, please contact one of the Business Law attorneys at Kreis Enderle.