Key Takeaways

• The Financial Crimes Enforcement Network (FinCEN) issued a proposal to amend the beneficial ownership information (BOI) reporting rule, which would extend the deadline for certain reporting companies to file their BOI reports.
• FinCEN is proposing to extend that filing deadline to 90 days, specifically for entities that are created or registered on or after January 1, 2024, and before January 1, 2025.
• FinCEN believes that this change from 30 days to 90 days will better provide newly created legal entities with some additional time to understand and navigate what obligations under the CTA apply.

Recently, The Financial Crimes Enforcement Network (FinCEN) issued a proposal to amend the beneficial ownership information (BOI) reporting rule, which would extend the deadline for certain reporting companies to file their BOI reports. FinCEN’s initial proposal under The Corporate Transparency Act (the CTA) gave reporting companies created or registered on or after January 1, 2024, only 30 days to file their initial BOI reports.

Proposed Extension of BOI Filing Deadline

FinCEN is now proposing to extend that filing deadline to 90 days, specifically for entities that are created or registered on or after January 1, 2024, and before January 1, 2025. This proposal follows a variety of comments and input from stakeholders, specifically those concerned that small businesses have not yet been given ample opportunities to fully comprehend the new rules before their upcoming effective date.

Understanding CTA Obligations

FinCEN believes that this change from 30 days to 90 days will better provide newly created legal entities with some additional time to understand and navigate what obligations under the CTA apply and collect the information needed to properly complete their BOI report, if a report is necessary. Specifically, a company needs to comprehend whether it meets the definition of “reporting company”, whether it qualifies for one of FinCEN’s enumerated exemptions, and if not, the company will need to identify their “company applicants” and beneficial owners” in a report to FinCEN.

Further Guidance

FinCEN hopes this proposal shows its commitment to provide comprehensive customer service by enhancing the amount of time and opportunities companies will have to consult FinCEN’s guidance materials and to contact FinCEN’s contact center with any inquiries.

Note that reporting companies that are created or registered on or after January 1, 2025, remain subject to the 30-day timeframe to file their BOI reports with FinCEN.

Comments on its proposal closed on October 30, 2023.