FinCEN Announces Limited Extensions to Corporate Transparency Act Reporting Deadlines
- Natalie C. Papagni
- Nov 15, 2024
- 4 min read
October 29, 2024, Financial Crimes Enforcement Network (“FinCEN”) announced it was granting limited extensions for certain business entities with respect to the beneficial ownership reporting requirements as required under the Corporate Transparency Act (“CTA”).
Notably, the limited nature of this relief appears to indicate that there will be no broad extension granted to the current January 1, 2025 deadline by which time Reporting Companies formed prior to January 1, 2024 must file their BOI Report. This article provides a background to the CTA reporting requirements and breaks down which business entities may take advantage of the extension.
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Background: Corporate Transparency Act
On January 1, 2024, the CTA became effective and ushered in new detailed reporting requirements for corporations, limited liability companies, limited partnerships, and other types of entities. The CTA requires certain business entities, referred to as “Reporting Company(ies),” to submit their beneficial ownership information report (“BOI Report”) to the FinCEN. The CTA’s stated goal is to strengthen the United States’ defense against illicit financial activities, such as money laundering, tax fraud and terrorism financing.
Unless a reporting exemption applies, the CTA filing deadlines for all Reporting Companies are as follows:
Entity Formation Date | BOI Reporting Deadline |
Prior to January 1, 2024 | By January 1, 2025 |
On or after January 1, 2024, but before December 31, 2024 | Within 90 calendar days of formation date |
On or after January 1, 2025 | Within 30 calendar days of formation date |
Once a Reporting Company files a BOI Report, it has an ongoing obligation to update the BOI Report within 30 calendar days of any changes to the report, such as (i) any change to the information reported for the Reporting Company, such as registering a new business name, (ii) a change in beneficial owners, such as appointment of a new CEO or a change in ownership or control of 25% or more, and (iii) any change to a beneficial owner’s legal name, home address, or unique identifying number previously provided to FinCEN. In addition, error corrections must be reported within 30 calendar days of the date the Reporting Company becomes aware, or has reason to believe, that the information reported on the BOI Report was inaccurate.
Update to Reporting Deadlines
In order to provide relief, FinCEN announced that certain victims of Hurricane Beryl, Hurricane Debby, Hurricane Francine, Hurricane Helene, and Hurricane Milton will receive an additional 6 months to submit their BOI Report (including updates and corrections to prior reports) as required by the CTA.
For a Reporting Company to qualify for the 6-month extension, the Reporting Company must meet the following 2 requirements:
1. First, the Reporting Company must have an original reporting deadline that falls within the period beginning one day before the date the specified disaster began and ending 90 days after that date. Reporting Companies can refer to the chart below to determine whether it meets this first requirement.
Natural Disaster | Entity Formation Date | Original Reporting Deadline Window |
Hurricane Beryl | April 5, 2024 – July 4, 2024 | July 4, 2024 – October 2, 2024 |
Hurricane Debby | May 2, 2024 – July 31, 2024 | July 31, 2024 – October 29, 2024 |
Hurricane Francine | June 10, 2024 – September 8, 2024 | September 8, 2024 – December 7, 2024 |
Hurricane Helene | June 24, 2024 – September 22, 2024 | September 22, 2024 – December 21, 2024 |
Hurricane Milton | July 6, 2024 – October 4, 2024 | October 4, 2024 – January 2, 2025 |
2. Second, the Reporting Company’s principal place of business must be located in an area that is designated both (i) by the Federal Emergency Management Agency (“FEMA”) as qualifying for individual or public assistance, and (ii) by the Internal Revenue Service as eligible for tax filing relief.
Reporting Companies that meet the above two requirements will have an additional 6 months from the date their BOI Report was originally due to file their BOI Report. For example, a Reporting Company that was formed on July 25, 2024 and affected by Hurricane Milton would have an original reporting deadline of October 23, 2024. Under this BOI Report relief, it now has until April 23, January 21, 2025 to file its initial beneficial ownership report with FinCEN.
This BOI Report relief is a part of a coordinated federal response to the damage caused by natural disasters and is based on local damage assessments by FEMA. For more information on disaster recovery, please visit: https://www.disasterassistance.gov/.
Conclusion
While this BOI Report relief will be helpful to the victims of the recent hurricanes, this relief only applies to a narrow scope of Reporting Companies. The grant of this limited relief indicates there will be no general extension granted for Reporting Companies as a whole and that the fast-approaching deadlines are firm. All Reporting Companies formed prior to January 1, 2024 must file their BOI Report on or before January 1, 2025. All Reporting Companies form in 2024 that does not quality for the BOI Report relief must file their BOI Report within 90 days of formation.
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