As we enter December, the deadline for existing non-exempt entities to comply with the Corporate Transparency Act (CTA) is fast approaching. Entities that were formed or registered to do business in the United States prior to January 1, 2024 (and that still existed as of that date) must submit an initial beneficial ownership information report (BOI Report) to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) by January 1, 2025 to comply with the CTA. Companies formed or first registered to do business in the U.S. in 2024 have 90 days after their formation or registration to file an initial BOI Report, and beginning in 2025, newly formed or registered entities will have 30 days to file their initial BOI Report. Unless subject to an exemption from the CTA, entities should seek to make any requisite BOI Report filings well in advance of the applicable deadline.
The requirement to file the BOI Report affects all U.S. entities that were formed by filing a document with a secretary of state or similar office and non-U.S. companies formed under the laws of a foreign country and registered to do business in the U.S., unless an exception applies. Additionally, FinCEN has clarified that companies that existed on or after January 1, 2024 but ceased to exist before the applicable filing deadline must, nevertheless, timely file the BOI Report with FinCEN. The deadline to file the BOI Report for a company that ceased to exist is based on the date of formation of such company. Filing requirements may also apply to entities that undergo a conversion from one form of entity to another, to entities that have any change in previously reported information, and to entities that have recently become exempt or ceased to be exempt under the CTA.
Please see our previous client alert for additional information about the filing requirements and the applicable exceptions.
