Today’s article in the BOI Report Series provides a concise overview of filing deadlines and timelines. The Corporate Transparency Act (CTA) requires reporting companies to disclose beneficial ownership information (BOI) to FinCEN, with strict timelines for initial reporting and updates following any changes. Understanding these deadlines is critical for compliance.
Initial BOI Reporting Deadlines
For Companies Created or Registered Before January 1, 2024:
These companies have until January 1, 2025, to file their initial BOI reports.
For Companies Created or Registered Between January 1, 2024, and December 31, 2024:
These companies must file their initial BOI reports within 90 calendar days of receiving notice of their creation or registration. The 90-day period begins either upon receiving actual notice that the company’s registration is effective or when a secretary of state or similar office first provides public notice of the company’s creation, whichever occurs first.
For Companies Created or Registered on or After January 1, 2025:
These companies are required to file their initial BOI reports within 30 calendar days of receiving actual or public notice of their creation or registration.
Reporting Changes in Beneficial Ownership Information
If there is any change to the previously reported beneficial ownership information, such as changes in ownership, control, or identifying details of a beneficial owner, the reporting company must file an updated BOI report within 30 calendar days of the change.
Example Scenario
Consider the following scenario:
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- XYZ LLC is created on February 15, 2024, but does not receive actual notice of its creation until March 1, 2024. However, the Secretary of State’s office provided public notice of the company’s registration on February 20, 2024.
- Since the rule specifies that the 90-calendar day deadline begins whichever is earlier, XYZ LLC must calculate its filing deadline from February 20, 2024 (the date of public notice).
- The company must therefore submit its initial BOI report by May 20, 2024 (90 calendar days from February 20, 2024).
Key Considerations for Compliance
Timeliness is essential when submitting both initial BOI reports and updates to previously reported information. Companies that fail to comply with these deadlines may face significant penalties, including fines and potential criminal liability.
It is crucial for businesses to monitor changes in ownership or control promptly and ensure that their reporting obligations are met within the required timeframes.
Importance for Tax Professionals
Tax professionals play a vital role in ensuring that their clients understand and adhere to these BOI reporting obligations. By providing timely guidance and monitoring changes in ownership or control, tax advisors help clients avoid costly penalties and maintain compliance with the CTA.
Adhering to these deadlines is not just a matter of compliance but also a step toward maintaining transparency and accountability in corporate operations.