Following the lifting of a federal court injunction against the enforcement of the Corporate Transparency Act (CTA), FinCEN has announced updated deadlines for reporting requirements.
Additionally on these evolving reporting requirements, as of January 6, 2025, the Department of Justice has requested that the US Supreme Court lift the injunction on BOI enforcement as legal challenges continue.
This article has been updated to reflect these changes.
The Corporate Transparency Act (CTA), which was passed by Congress in 2021 with bipartisan support, mandates that many businesses operating in the United States must disclose their beneficial ownership information (BOI). This refers to details about the individuals who ultimately own or control the company. These companies must submit this information to the Financial Crimes Enforcement Network (FinCEN), a bureau within the US Department of the Treasury.
It is important to note this BOI report is separate and unrelated to any tax returns or Foreign Bank Account Reports (FBARs) you may need to file during the year. The goal of the CTA is to increase transparency and help combat financial crimes such as money laundering and terrorism financing.
Companies created/registered before January 1, 2024:
Companies created/registered between January 1, 2024, and September 3, 2024:
Companies created/registered on or after September 4, 2024, with the original filing deadline during the injunction period (from December 3, 2024, to December 23, 2024):
Companies created/registered between December 3, 2024, and December 23, 2024:
Companies created/registered between December 24, 2024, to December 31, 2024:
Companies qualifying for disaster relief:
Companies created/registered on or after January 1, 2025:
For additional details about the CTA’s requirements, visit the FinCEN BOI Compliance Page.
As of January 1, 2024, many companies in the US are required to begin reporting information about their beneficial owners (the individuals who ultimately own or control the company) and their company applicants, as defined below.
You can find resources such as a comprehensive compliance guide, FAQs, multimedia content, and more at www.fincen.gov/boi.
A company may need to report beneficial ownership information to FinCEN if it meets one of the following criteria:
The Small Entity Compliance Guide includes twenty-three (23) types of entities that are exempt from the reporting requirements. You can view details in Chart 2 of the guide here: BOI Small Compliance Guide v1.1. Entities that qualify for any of these exemptions are not required to submit BOI reports to FinCEN.
If your company is required to file this report, you will need to provide the following information:
Required information about the reporting company: Your company must provide the following details:
Required information about beneficial owners and company applicants: The company must also provide the following information about its beneficial owners and company applicants:
A beneficial owner is any individual who, directly or indirectly:
The Small Entity Compliance Guide has detailed graphics, checklists, and examples to help reporting companies identify their beneficial owners.
If your company is a reporting company, you may have to also report its company applicants.
Company applicants are defined as:
When is reporting required for company applicants?
The reporting requirement went into effect on January 1, 2024, and FinCEN began accepting BOI reports on this date.
Key Filing Deadlines:
If your company is required to file a BOI report, you must do so electronically through a secure filing system. FinCEN has published instructions on how to complete the report. You can find these instructions on their website to guide you through the filing process.
The BOI report is submitted electronically on the FinCEN website: BOI E-FILING and by selecting “File BOIR.”
Important note:
Currently, GTN is not able to offer services to assist with the completion and filing of the Beneficial Owner Information report or the Company Applicant Information report on your behalf. However, we hope this guide provides valuable insights and support as you navigate the filing process. For additional information, we recommend reviewing available online resources to ensure a smooth completion.
To learn more about BOI reporting requirements, visit www.fincen.gov/boi.
You can also sign up for FinCEN Updates to be immediately notified of beneficial ownership updates via email at www.fincen.gov/boi.
The BOI report does not need to be renewed or updated unless there are changes to the information provided (e.g., a change in ownership or control).
If there is a change to any of the information on the BOI report, an updated report must be filed within 30 days of the change.
FinCEN is committed to ensuring that reporting companies are aware of their obligations to report, update, and correct beneficial ownership information. As this is a new requirement, FinCEN recognizes the learning curve.
If you correct a mistake or omission within 90 days of the original report’s deadline, you may avoid penalties. However, failing to meet your reporting obligations could result in civil and criminal penalties.
Compliance with the Corporate Transparency Act’s beneficial ownership reporting requirements is essential for your company’s continued operation in the US. By understanding your obligations and timely submitting the necessary information, you can avoid penalties and ensure your company remains in good standing. For more information or assistance, visit www.fincen.gov/boi and stay informed about any updates to the reporting requirements.
The information provided above is for general guidance only and should not be utilized in lieu of obtaining professional tax and/or legal advice.