IMPORTANT CTA UPDATE:  FinCEN Extends Beneficial Ownership Information Reporting Deadline for Some Reporting Companies

By Jordan M. Small and David H. Freedman

As Maddin Hauser has discussed through our previous blogs, presentations, and on our Corporate Transparency Act (CTA) page, the January 1, 2024 effective date of the CTA is rapidly approaching. This means the clock is also ticking on the deadlines for non-exempt Reporting Companies to comply with the CTA’s beneficial ownership information (BOI) reporting obligations. 

However, the Financial Crimes Enforcement Network (FinCEN) has issued a slight reprieve for some newly formed Reporting Companies covered by the Act. Responding to pressure from stakeholders and recognizing the burdens imposed by the Act on newly formed companies, FinCEN recently adopted a Final Rule extending the period for some newly formed Reporting Companies to file an initial BOI Report.

Adopted on November 29, 2023, the Final Rule does not extend the deadlines for all Reporting Companies; it only does so for entities created or registered during the 2024 calendar year. 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.” Importantly, the Final Rule extends the deadline for initial BOI reports required from these companies to 90 days after their creation (i.e., the filing date of its Articles or Certificate) instead of the original 30-day deadline provided by the Act.

With the adoption of the Final Rule, the deadlines for filing an initial BOI Report 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 during calendar year 2024: Within 90 days after its date of 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.
• 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).

For more information and updates about the Corporate Transparency Act, please visit Maddin Hauser’s dedicated CTA page. If you have questions about the CTA reporting deadlines or would like to discuss how Maddin Hauser can help your company with compliance, please contact your Maddin Hauser attorney or Jordan Small or David Freedman.