FinCEN extends reporting deadline for new companies

The US Treasury Department’s Financial Crimes Enforcement Network (FinCEN) has extended the deadline for companies created or registered in 2024 to file their initial beneficial ownership information reports. The reporting deadline for companies created or registered in 2024 is extended to 90 days from the receipt of public notice of their registration instead of the 30 days initially proposed.

This rule will require most entities created in or registered to do business in the United States to provide to FinCEN information about their beneficial owners – the persons who ultimately own or control the company. This requirement went into effect on 01 January 2024. 

Companies:

• Existing before 01 January 2024 will have one year to submit their first report (by 01 January 2025).
• Created or registered after 01 January 2024 and through the end of the year will now have 90 days to submit their first report after they are established.
• Created or registered on or after 01 January 2025 will only have 30 calendar days to submit their first report after they are established.

Additionally, all companies must update information about their owners within 30 days of any changes.

In general, a beneficial owner is any individual who (1) directly or indirectly exercises ‘substantial control’ over the reporting company; or (2) directly or indirectly owns or controls 25% or more of the ‘ownership interests’ of the reporting company.

Certain companies, referred to as ‘reporting companies’, will be required to report their beneficial ownership information to FinCEN. 

A reporting company will report:

• Legal name;
• Any trade names, ‘doing business as’, or ‘trading as’ names;
• The current street address of its principal place of business if that address is in the US, or the current address from which the company conducts business in the US (a foreign reporting company’s US headquarters);
• Jurisdiction of formation or registration; and
• Taxpayer Identification Number (TIN).

If an entity qualifies for one of the 23 exemptions in the Corporate Transparency Act, they will not be considered a reporting company, and will not be required to file a report. This includes banks, credit unions, and more.

Although reporting begins in January 2024, there is not yet a landing page on FinCEN’s website to do so. Once it is launched and operational, companies can report beneficial ownership information electronically through a secure filing system.