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Beneficial Ownership Reporting Outreach and Education Toolkit
Update 12/31/2024 – Government Appeals Corporate Transparency Act Injunction to the U.S. Supreme Court
On December 31, 2024, the U.S. Solicitor General requested the Supreme Court to stay a nationwide injunction that blocked enforcement of the Corporate Transparency Act (CTA), issued by a Texas District Court and challenged due to conflicting rulings in the Fifth Circuit Court of Appeals. The Solicitor General also proposed treating the request as a petition for the Supreme Court to review whether the District Court had authority to issue a universal injunction, potentially setting the matter for argument this term.
Update 12/26/2024 – Beneficial Ownership Information Reporting Requirements Now on Hold
In the latest twist regarding the Corporate Transparency Act (CTA), the U.S. Court of Appeals for the Fifth Circuit, on December 26, 2024, vacated its own stay of the nationwide preliminary injunction that halted the enforcement of the CTA. Thus, the CTA’s reporting requirements are not currently in effect, though voluntary reporting is allowed.
Update 12/23/2024 – Beneficial Ownership Information Reporting Requirements Now in Effect, with Deadline Extensions
On December 23, 2024, the Fifth Circuit Court of Appeals lifted the nationwide preliminary injunction against enforcement of the Corporate Transparency Act (CTA) in the case Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.). This decision effectively reinstates the CTA’s reporting requirements.
Following the court’s decision, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an alert on December 23, 2024, extending several CTA reporting deadlines. Key updates include:
Updated Reporting Deadlines
- Initial Reporting for Companies Formed Before January 1, 2024:
Companies existing prior to January 1, 2024, and still active on or after that date, now have until January 13, 2025 to file their initial beneficial ownership information (BOI) reports. - Companies Formed Between September 4, 2024, and December 23, 2024:
- Companies with original filing deadlines between December 3, 2024, and December 23, 2024, now have until January 13, 2025 to file.
- Companies formed between December 3, 2024, and December 23, 2024, receive an additional 21 days beyond their original deadlines to file initial BOI reports.
- Disaster Relief Extensions:
Reporting companies qualifying for disaster relief with deadlines extending beyond January 13, 2025, must adhere to whichever deadline falls later. - New Companies Formed on or After January 1, 2025:
Deadlines for these companies remain unchanged. BOI reports must be filed within 30 days of formation as required.
Additional Reporting Obligations
- Ceased Entities:
- A company formed before 2024 but ceasing to exist after January 1, 2024, must still file its initial BOI report by the January 13, 2025 deadline, even if the report is submitted post-termination.
- Similarly, companies formed in or after 2024 but ceasing to exist before their 90- or 30-day filing deadlines must still file BOI reports within the applicable timeframe.
- Changes in Reported Information:
Companies must report any changes to previously submitted BOI data (e.g., changes in beneficial owners or company details) within 30 days of the change.
Next Steps for Reporting Companies
Entities subject to the CTA should act promptly to ensure compliance with these revised deadlines. Delaying filing may lead to penalties or compliance challenges as the deadlines approach.
For more information on how to file or to access relevant resources, visit FinCEN’s Beneficial Ownership Information Reporting Portal.
This updated guidance underscores the importance of staying informed about ongoing CTA developments and filing requirements. Contact your compliance advisor if you have questions or require assistance.
Update 12/21/2024 – CTA Filing Deadline Extension Removed from Government Funding Bill Amid Last-Minute Negotiations
The Senate voted 85-11 to approve a short-term spending bill to fund the government until March 14. The measure, signed hours later by President Biden, removed provisions intended to assist small business owners with the legality of the CTA filing deadlines.
Bill text: https://www.whitehouse.gov/briefing-room/legislation/2024/12/21/press-release-bill-signed-h-r-10545/
Update 12/18/2024 –
The continuing resolution to keep the government operating past December 20 contains a provision to extend the CTA deadline for companies that existed before January 1, 2024 to January 1, 2026.
Bill text: https://docs.house.gov/billsthisweek/20241216/CR.pdf
The provision is on page 223 (of 1547; this is a House Bill). Members of Congress have 3 days to consider.
Assuming it passes, this should at least kick the can down the road for another year for existing companies.
Update 12/13/2024 –
On December 13, 2024, the Department of Justice filed an emergency motion with the U.S. Court of Appeals for the Fifth Circuit seeking a stay pending appeal of the preliminary injunction issued by the U.S. District Court for the Eastern District of Texas, which blocked enforcement of the Corporate Transparency Act. The government requested a ruling by December 27, 2024. The Fifth Circuit accelerated the briefing schedule on its own initiative, requiring final responses by December 19, 2024. Consequently, many observers anticipate a ruling from the Fifth Circuit before the end of the year. An appeal of the preliminary injunction remains ongoing at the District Court level.
The Fifth Circuit could either deny the government’s request for a stay, thereby maintaining the nationwide impact of the preliminary injunction on the CTA, or it could grant the government full or partial relief. If the court grants a full stay, the January 1, 2025, filing deadline for reporting companies in existence as of January 1, 2024, would be reinstated nationwide, unless FinCEN extends that deadline. Alternatively, if the Fifth Circuit issues a partial stay, the filing deadline could be reinstated for reporting companies outside the jurisdiction of the Eastern District of Texas or potentially for all companies except the named plaintiffs in the case.
Given the approaching holiday season and the limited time remaining to file any required beneficial ownership information reports, attorneys advising clients with potential reporting obligations under the CTA should consider filing voluntarily before January 1 or be prepared to file quickly if required. Close attention should be paid to forthcoming decisions from the Fifth Circuit, which could be issued as soon as next week, providing temporary guidance. Additionally, the District Court’s ruling on the appeal of its own preliminary injunction could further alter the current legal landscape.
Alert: Impact of Ongoing Litigation – Deadline Stay – Voluntary Submission Only
Purpose
This toolkit is a resource to use in efforts to educate small business owners about new beneficial ownership reporting requirements, mandated by the bipartisan Corporate Transparency Act. Templates and sample content have been structured so that you can easily tailor the message for your organization. Thank you for sharing and amplifying this important information.
Toolkit Contents
Resources and How to Contact FinCEN
Newsletter, Website, and Email Templates
General FinCEN Contact Form for the Public: FRC Contact Us | FinCEN.gov
Overview
As of January 1, 2024, the bipartisan Corporate Transparency Act, enacted in 2021 to curb illicit finance, requires many companies doing business in the United States to report information to the Financial Crimes Enforcement Network (FinCEN) about the individuals who ultimately own or control them. FinCEN is a bureau of the U.S. Treasury Department.
Filing is simple, secure, and free of charge. Beneficial ownership information reporting is not an annual requirement. A report only needs to be submitted once, unless the filer needs to update or correct information.
Companies that are required to comply (“reporting companies”) must file their initial reports by the following deadlines:
- Existing companies: Reporting companies created or registered to do business in the United States before January 1, 2024 must file by January 1, 2025.
- Newly created or registered companies:
- Reporting companies created or registered to do business in the United States in 2024 have 90 calendar days to file after receiving actual or public notice that their company’s creation or registration is effective.
- Beginning in 2025, newly created or registered companies will have 30 days.
Frequently Asked Questions
Background
The bipartisan Corporate Transparency Act, enacted in 2021 to curb illicit finance and protect U.S. national security, requires many companies doing business in the United States to report information to the Federal government about their beneficial owners—in other words, the real people who ultimately own or control them. The Financial Crimes Enforcement Network (FinCEN), a U.S. Treasury Department bureau, is implementing the law. Constituents should know:
- Filing is quick, secure, and free, and most companies should be able to report without the help of an accountant or lawyer.
- For companies with simple ownership structures, filing may take less than 20 minutes.
- Unless a company needs to update or correct information, it is a one-time filing requirement.
What is FinCEN?
The Financial Crimes Enforcement Network (FinCEN) is a bureau of the U.S. Treasury Department. Its mission is to safeguard the financial system from illicit activity, counter money laundering and the financing of terrorism, and promote national security through strategic use of financial authorities and the collection, analysis, and dissemination of financial intelligence.
Who needs to file?
A company may need to report beneficial ownership information to FinCEN if it is:
- a corporation, a limited liability company (LLC), or was otherwise created in the United States by filing a document with a secretary of state or any similar office under the law of a state or Indian tribe; or
- a foreign company that was registered to do business in any U.S. state or Indian tribe by such a filing.
For more information about whether a company needs to file, visit fincen.gov/boi.
Why are big companies exempt from this reporting requirement?
Many big companies already have to disclose their ownership details to Federal regulators through other means. To refrain from creating redundant reporting requirements, the Corporate Transparency Act primarily focuses on preventing illicit finance through smaller corporate entities by creating a uniform reporting process at the Federal level.
What do companies need to report?
Reporting companies need to report just a few pieces of information about themselves and their beneficial owners—and in some cases, their company applicants—such as name, address, and date of birth. More information is available here.
Where can reporting companies file?
Companies can file at https://boiefiling.fincen.gov/ or visit https://www.fincen.gov/boi for more information.
What are the filing deadlines?
- Reporting companies created or registered before January 1, 2024 have until January 1, 2025 to file.
- Reporting companies created or registered in 2024 must file within 90 calendar days after receiving actual or public notice that their creation or registration is effective, whichever is earlier.
- Reporting companies created or registered on or after January 1, 2025 must file within 30 calendar days after receiving actual or public notice that their creation or registration is effective.
- Any updates or corrections to beneficial ownership information previously filed with FinCEN must be submitted within 30 days.
Who has access to beneficial ownership information?
The CTA allows for the following groups to access beneficial ownership information:
- Federal, State, local, and Tribal officials, as well as certain foreign officials who submit a request through a U.S. Federal government agency, for authorized activities related to national security, intelligence, and law enforcement;
- financial institutions in certain circumstances, with the consent of the reporting company; and
- those financial institutions’ regulators when they supervise the financial institutions.
The database uses rigorous information security methods and controls typically used in the Federal government to protect non-classified yet sensitive information systems at the highest security level.
What happens if a reporting company doesn’t file?
A person who willfully violates beneficial ownership reporting requirements may be subject to civil penalties of up to $591 for each day that the violation continues, as well as criminal penalties of up to two years imprisonment and a fine of up to $10,000. Potential violations include willfully failing to file a beneficial ownership information report, willfully filing false beneficial ownership information, or willfully failing to correct or update previously reported beneficial ownership information.
Resources and How to Contact FinCEN
Reporting resources:
- Video: Five-Minute Demo: How to File a Beneficial Ownership Information (BOI) Report
- Video: FinCEN Info Session: How to Comply with New Beneficial Ownership Reporting Requirements
- Video: Remarks by Secretary of the Treasury Janet L. Yellen at the Financial Crimes Enforcement Network
- Brochure: An Introduction to Beneficial Ownership Information Reporting
- Small Entity Compliance Guide
- Answers to Frequently Asked Questions
Social media channels:
- Facebook: https://www.youtube.com/@fincentreasury
- LinkedIn: https://www.linkedin.com/company/fincen
- X (Twitter): https://twitter.com/FinCENnews
- YouTube: https://www.facebook.com/fincentreasury
FinCEN Updates: Sign up for beneficial ownership updates.
Contact FinCEN: Questions can be submitted to FinCEN’s Contact Center.