Key Takeaways:

  • FinCEN is proposing to amend its final Beneficial Ownership Information Reporting Rule to allow 90 days to reporting companies created or registered in 2024 to file their initial reports, instead of the 30-day deadline currently imposed under FinCEN's regulations.
  • No other changes to FinCEN's Reporting Rule are currently being proposed.
  • FinCEN announces goal to establish a contact center prior to January 1, 2024, to answer questions about reporting requirements under the Corporate Transparency Act.

Summary of Proposed Rule Change

On September 27, 2023, the U.S. Treasury Department's Financial Crimes Enforcement Network ("FinCEN") issued a Notice of Proposed Rulemaking ("NPRM") to extend the deadline — from 30 days to 90 days — for domestic and foreign reporting companies first created or registered in 2024 to file their initial beneficial ownership information reports required under the Corporate Transparency Act ("CTA"). This follows an August 14, 2023 filing by FinCEN to the Office of Information and Regulatory Affairs entitled "Beneficial Ownership Information Reporting Deadline Extension for Reporting Companies Created or Registered in 2024," but whose details were not made public. While this specific extension (from 30 to 90 days) may be attempting to address what FinCEN sought back in August, it seems clear that FinCEN continues to recognize challenges presented by the implementation schedule, and more proposed adjustments may come in the future. However, FinCEN is not currently proposing any other changes to its final BOI Reporting Rule.

Thus, reporting companies that were created prior to January 1, 2024, will still have 1 year to submit beneficial ownership information reports. Those created on January 1, 2025, or thereafter will only have 30 days to submit such reports. Only those reporting companies created on or after January 1, 2024, and before January 1, 2025, would be impacted by the proposed deadline extension.

Comments on the NPRM must be received on or before October 30, 2023. Thus far, commenters have been supportive of the deadline extension while some have argued for an even longer extension.

FinCEN Commits to Providing Additional Guidance on CTA Reporting Requirements

Within the NPRM, FinCEN made several comments about additional guidance for reporting companies. First, FinCEN stated that it is developing "simple, easy-to-read guidance and educational materials such as frequently asked questions (FAQs), videos, infographics, and compliance guides to help reporting companies comply with the new rules." FinCEN has already published some initial guidance and educational materials (on March 24, 2023, and a Small Entity Compliance Guide on September 18, 2023). It indicated that it plans to publish additional materials in the near future.

In addition, FinCEN announced its intention to establish a "contact center" before January 1, 2024, in order to answer questions about reporting requirements under the CTA.

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