Publications
Newly Formed Reporting Entities in 2024 Will Have 90 Days to Report Beneficial Ownership Information
On November 29, 2023, the Financial Crimes Enforcement Network (“FinCEN”) issued a final rule (the “Amendment”) to amend the Beneficial Ownership Information Reporting Requirements (the “Reporting Rule”) to give entities newly formed or registered in 2024 additional time (i.e., 90 calendar days, as amended from the previously required 30 calendar days) to report their beneficial ownership information with FinCEN. Both the Reporting Rule and the Amendment will become effective as of January 1, 2024.
The Reporting Rule was issued by FinCEN on September 30, 2022 to implement Section 6403 of the Corporate Transparency Act (“CTA”) enacted by Congress on January 1, 2021. Our previous article provided a general overview of the Reporting Rule and the CTA. A link to our previous article is here.
The Reporting Rule (after the Amendment) will require certain domestic entities or foreign reporting companies registered to do business in the U.S. (each, a “Reporting Entity”) to disclose to FinCEN certain identifying information (such as legal name, trade name, current address, jurisdiction of formation/registration and tax identification number) about the Reporting Entity as well as identifying information (such as legal name, date of birth, current address, and government ID bearing the individual’s identifying number and image) about each of (i) the defined beneficial owners who own or control such entity and (ii) the defined company applicants who form or register such entity, according to the following filing deadlines:
Reporting Entity |
Initial Filing Deadline |
If created or registered on or after January 1, 2024, and before January 1, 2025 |
90 calendar days of formation or registration |
If created or registered on or after January 1, 2025 |
30 calendar days of formation or registration |
If created or registered prior to January 1, 2024 |
Not later than January 1, 2025 |
According to FinCEN, the Amendment extends the initial filing deadline for Reporting Entities created or registered in 2024 to allow additional time for them to understand the new reporting obligation and collect the necessary information to complete their filings. However, the Amendment does not extend the filing deadline for Reporting Entities created or registered on or after January 1, 2025. Currently existing Reporting Entities that were created or registered prior to January 1, 2024 still have one year to file their initial reports. It is also worth noting that the Amendment does not extend the filing deadline to report a change in beneficial ownership information, no matter whether such change is for purposes of update, correction or newly qualified exemption. Reporting Entities created or registered in 2024 still have 30 calendar days to report changed information to FinCEN.
The CTA and the Reporting Rule target money laundering, terrorism financing, and other illicit activities. As explained in our previous article, not all U.S. entities or foreign entities registered to do business in the U.S. are Reporting Entities reportable to FinCEN as 23 categories of entities are exempt from such beneficial ownership reporting requirements.
For more information on the topic discussed, contact:
BulletPoint® is a newsletter of Tannenbaum Helpern Syracuse & Hirschtritt LLP’s Investment Management practice. It is an alert covering recent regulatory and tax developments impacting the financial services industry. To subscribe for the newsletter, send email to marketing@thsh.com.
12.06.2023 | PUBLICATION: BulletPoint |