Corporate Transparency Act Deadlines Approach
Under the Corporate Transparency Act (“CTA”), which came into effect on January 1, 2024 (the “Effective Date”), an entity formed or registered to do business in the United States must file a beneficial ownership information report (“BOI Report”) with the Financial Crimes Enforcement Network (“FinCEN”), unless the entity meets one of the twenty three exemptions under the CTA. The CTA is expected to affect a wide array of entities that will need to provide information about control persons, including certain owners and officers.
The filing timeframes are as follows:
- Companies formed or registered prior to the Effective Date must file their BOI Reports by December 31, 2024.
- Companies formed or registered in the U.S. after the Effective Date (but before January 1, 2025) must file a BOI report within 90 days of formation or registration.
- Companies formed or registered in the U.S. on or after January 1, 2025 must file a BOI report within 30 days of formation or registration.
Please see our previous CTA alerts listed below:
- Justice Department Files Appeal in CTA Enforceability Case (March 15, 2024)
- Instructions for Filing Beneficial Ownership Information Reports under the Corporate Transparency Act (January 18, 2024)
- FinCEN Extends Beneficial Reporting Deadline for Companies Created or First Registered in 2024 (December 11, 2023)
- FinCEN Identifier: The Final Rule Details What You Need to Know (November 10, 2023)
- FinCen Issues Small Entity Compliance Guidance: An Approach to BOI Reporting Obligations (October 19, 2023)
There are civil and criminal penalties for a willful failure to file a BOI Report. To the extent the CTA applies, you will need to allow some time to compile the information required by FinCEN so that you do not miss the applicable deadline. Kelley Drye is here to help you assess whether the CTA applies to you.