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  • Elizabeth A. McMorrow

FinCEN Announces Beneficial Ownership Reporting Deadlines

On September 29, 2022, the Financial Crimes Enforcement Network (FinCEN) issued a final rule establishing a beneficial ownership information reporting requirement, pursuant to the U.S. Corporate Transparency Act (CTA).

U.S. Corporate Transparency Act

The U.S. Corporate Transparency Act (“CTA”) was enacted on January 1, 2021. On December 8, 2021, the Financial Crimes Enforcement Network (FinCEN) issued proposed regulations. The new reporting regime will require certain domestic and foreign entities to report on their beneficial ownership.

Reporting Deadlines

The effective date for the rule is January 1, 2024.

Reporting companies created or registered before January 1, 2024 will have one year (until January 1, 2025) to file their initial reports, while reporting companies created or registered after January 1, 2024, will have 30 days after receiving notice of their creation or registration to file their initial reports.

Reporting companies have 30 days to report changes to the information in their previously filed reports and must correct inaccurate information in previously filed reports within 30 days of when the reporting company becomes aware or has reason to know of the inaccuracy of information in earlier reports.

Link to Final Rule

The official version of the Beneficial Ownership Information Reporting Requirements will be published in the Federal Register on September 30, 2022. It is possible to download a PDF version of the 330 page rule using this link.

FinCEN released a Beneficial Ownership Information Reporting Rule Fact Sheet providing an overview of the final rule.

Rulemaking Plan

FinCEN previously announced three stages of rulemaking to implement the CTA:

  • Implement the beneficial owner information (BOI) reporting requirements.

  • Implement the CTA’s protocols for access to and disclosure of BOI.

  • Revise the existing Customer Due Diligence (CDD) Rule.

FinCEN is working on the second and third steps and has not provided an anticipated completion date. FinCEN is also continuing to build the Beneficial Ownership Secure System (BOSS) which is the information technology system that will be used to store beneficial ownership information.

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