UPDATE: On February 17, 2025, a federal district court in Texas lifted the nationwide injunction blocking enforcement of the Corporate Transparency Act (the “Act”), reinstating its beneficial ownership reporting requirements. In response, FinCEN extended the filing deadline for existing reporting companies to March 21, 2025, while new reporting companies must file within 30 days of formation, and also the Department of Treasury announced that it does not intend to enforce the Act against US citizens and businesses. For more details, please view our latest alert here.
On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”), which requires that certain companies disclose the identity of their beneficial owners and provide other information to the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) through Beneficial Ownership Information Reports (“BOIRs”) beginning January 1, 2024. For a quick overview, you can read about the basics of the CTA and what you need to know about its implementation here.
FinCEN has previously advised that all “reporting companies” formed prior to January 1, 2024, will have a January 1, 2025 deadline to file BOIRs. Reporting companies formed during the 2024 calendar year must file their BOIRs within 90 days of their formation. Any entity formed on or after January 1, 2025 which is classified as a reporting company must file their BOIRs within 30 days of their formation.
Yesterday, FinCEN released updated FAQs pertaining to entities which are in existence on or after January 1, 2024, but are dissolved prior to their filing deadline. The FAQs state that any entity which is a reporting company must file a BOIR prior to the reporting company’s filing deadline, regardless of whether the entity has been dissolved before the date of its filing deadline.
These newly released FAQs mean that a reporting company which existed as of January 1, 2024 must make a BOIR filing even if it is dissolved prior to January 1, 2025 – its deadline to file. Furthermore, entities which qualify as reporting companies and are formed in 2024, and which have been dissolved prior to their 90th day of existence, are still required to file their BOIRs within the first 90 days of existence, regardless of whether the reporting company has been dissolved before its 90-day filing deadline. Reporting companies formed in 2025 or later will be required to file BOIRs within 30 days of the date of formation, regardless of whether the reporting company has been dissolved before its 30-day filing deadline.
The attorneys at Barley Snyder continue to follow the Corporate Transparency Act closely and provide updates as new information is released. If you have any questions regarding the CTA or the beneficial ownership disclosure requirements, please contact partner Dan Desmond, attorney Charmaine Nyman or any member of the Barley Snyder Business Practice Group. You may also visit our Corporate Transparency Act Response Team webpage for more information.
