United States: FinCEN Issues Final Rule Extending Beneficial Ownership Information Reporting Deadline For New Entities

The Final Rule is part of a larger regulatory package that implements the Corporate Transparency Act and establishes Beneficial Ownership Information Reporting Requirements (the "BOI Rule"). Under the BOI Rule, which took effect on January 1, 2024, certain entities will be required to report to FinCEN information about their beneficial owners, including individuals with "substantial control" over the entity and individuals who have filed an application with specified governmental authorities to create the entity or register it to do business. This Alert supplements the discussion of the full BOI Rule provided in Jones Day's recently published White Paper.

As originally adopted, the BOI Rule required reporting companies formed on or after January 1, 2024, to file their initial BOI reports within 30 days of notice of their creation or registration. On September 27, 2023, FinCEN issued a Notice of Proposed Rulemaking, or NPRM, proposing to extend this initial deadline from 30 days to 90 days for entities formed during the first year that the BOI Rule takes effect—i.e., those formed on or after January 1, 2024, and before January 1, 2025. FinCEN anticipated that the extension would give reporting companies more time to understand their reporting obligations, collect the required information, and resolve questions that arise during the completion of their initial reports. On November 29, 2023, FinCEN formally adopted the extension. Reporting companies formed on or after January 1, 2024, and before January 1, 2025, will now have 90 days from notice of their creation or registration to file their initial BOI reports.

The other reporting deadlines under the BOI Rule remain unchanged. Reporting companies in existence prior to January 1, 2024, will have until January 1, 2025, to file their initial reports. The first date that any entity can report information is January 1, 2024. Additionally, all reporting companies, regardless of date of formation, must update company and beneficial ownership information within 30 calendar days of any change to that information. Entities with questions about their obligations under the BOI Rule should consider consulting outside counsel.

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