FinCEN Publishes Filing Extension For BOI Reporting

As the new reporting regime for Beneficial Ownership Information (BOI) pursuant to the Corporate Transparency Act (CTA) draws ever closer, with reporting obligations beginning on January 1, 2024, this Tax Notebook Blog continues to report on the latest developments. As explained in more detail below, on November 29, 2023, the Financial Crimes Enforcement Network (FinCEN) of the Treasury Department published final regulations extending the filing deadline for companies formed in calendar year 2024 from 30 days to 90 days.

This Tax Notebook Blog has covered the new BOI reporting requirements in several previous blog posts,[1] and the following is a very brief summary.  For a more detailed treatment, refer to the earlier blog posts.

• Entities required to report (Reporting Companies) include any corporation, limited liability company (LLC), or other entity created by filing a formation document under the laws of a State or Indian tribe.
• There are 23 types of entities which are exempt from the reporting requirement—mostly larger companies and companies that already report to other governing bodies.
• A Reporting Company must submit certain information with respect to: (1) the Reporting Company itself; (2) each beneficial owner; and (3) the company applicant (i.e., the individual who filed the Reporting Company’s formation document). Regarding this information:
• The Reporting Company must report its full name, any alternative names, business address, jurisdiction of formation or registration, and Taxpayer Identification Number (TIN).
• For each beneficial owner, and each company applicant, Reporting Companies must report the individual’s full legal name, date of birth, current residential or business street address, and a unique identifying number from an acceptable identification document (e.g., a valid passport or driver’s license), with a scanned copy of the identification document.
• “Beneficial owner” is defined as any individual who, directly or indirectly, either: (1) exercises substantial control over a Reporting Company, or (2) owns or controls at least 25% of the ownership interests of a Reporting Company. Individuals who exercise “substantial control” include senior officers, those who can appoint or remove senior officers, those that exert control over important decisions affecting the company, and, as a final catch-all, those exerting “any other form of substantial control” over the company.

On November 29, 2023, FinCEN published final regulations to extend the reporting deadline for Reporting Companies formed between January 1, 2024 and January 1, 2025.  Previously, all Reporting Companies formed on or after January 1, 2024 were required to report within 30 days of formation, with companies formed before January 1, 2024 required to report by January 1, 2025. Under the new regulations, Reporting Companies formed on or after January 1, 2024 and before January 1, 2025 will have 90 days to file their initial reports.  The purpose of the modification is to allow Reporting Companies extra time to better understand and comply with the new regulatory obligations.

Reporting Companies formed prior to January 1, 2024 will still have until January 1, 2025 to file their initial BOI reports.  Reporting Companies formed on or after January 1, 2025 will continue to have 30 days to file their initial BOI reports.

The regulations finalizing the extension can be found here:

2023-26399.pdf (federalregister.gov)

[1]  “FinCEN Publishes ‘Small Entity Compliance Guide,’ Proposed Filing Extension, For Small Business Beneficial Ownership Information Reporting” (October 5, 2023) found here FinCEN Publishes “Small Entity Compliance Guide,” Proposed Filing Extension, For Small Business Beneficial Ownership Information Reporting – Boutin Jones Inc. ; “The Coming FinCEN Reporting Requirements” (April 19, 2022) found here The Coming FinCEN Reporting Requirements – Boutin Jones Inc.;  “FinCEN Reporting Requirements Have Arrived” (February 28, 2023) found here FinCEN Reporting Requirements Have Arrived – Boutin Jones Inc.; and “FinCEN Beneficial Ownership Reporting: For Real Estate Investors the FinCEN Identifier May be Key” (June 13, 2023) found here: FinCEN Beneficial Ownership Reporting: For Real Estate Investors, the FinCEN Identifier May be Key – Boutin Jones Inc..