Deadlines Are Looming For Companies Under the Corporate Transparency Act
Corporations, LLCs and other companies formed during 2024 have a looming deadline to file their beneficial ownership information (BOI) reports under the Corporate Transparency Act. While many lawyers are focused on the task of completing BOI reports for pre-2024 entities that will be due by the end of 2024, entities formed during January 2024 have looming deadlines.
The CTA Timing Rules for Filing BOI Reports
The CTA contains precise rules for the timing of BOI reports. Reporting companies formed before 2024 may file their initial BOI reports “not later than January 1, 2025.” However, any reporting company created on or after January 1, 2024 (but before January 1, 2025) must file its BOI report “within 90 calendar days of the earlier of the date on which it receives actual notice that its creation has become effective or the date on which a secretary of state or similar office first provides public notice, such as through a publicly accessible registry, that the domestic reporting company has been created.” 31 CFR 1010.380(a)(1)(i)(A).
The timing rule will change again at the end of 2024. Entities that are created on or after January 1, 2025 will need to file their initial BOI report within 30 calendar days of the date of formation. 31 CFR 1010.380(a)(1)(ii)(A).
Calculating When the Initial BOI Report is Due
There are two key rules to apply when calculating when an initial BOI report is due for a reporting company.
First is the determination of the start date. FinCEN’s regulations specify that the 90-day clock starts to run on the “earlier of (1) the date on which it receives actual notice that its creation has become effective or (2) the date on which a secretary of state or similar office first provides public notice, such as through a publicly accessible registry, that the domestic reporting company has been created.” (emphasis and numerals added).
If you are a business owner or attorney advising a company formed during January 2024, you should check to see when the start date for your 90-day clock began to run.
Second is the calculation of the 90 days. The regulation provides a deadline that is “within 90 calendar of” the start date. Counting the 90 days can be tricky, especially because 2024 was a leap year with 29 days in the month of February.
Filing Deadlines For Companies Formed in January 2024
Keeping in mind the rules for calculating the “start date”, this table calculates the deadline by which a reporting company formed in early January 2024 must file its initial BOI report:
| If the Reporting Company was formed on: | The BOI report filing deadline is no later than: |
| January 1, 2024 | March 31, 2024 |
| January 2, 2024 | April 1, 2024 |
| January 3, 2024 | April 2, 2024 |
| January 4, 2024 | April 3, 2024 |
| January 5, 2024 | April 4, 2024 |
| January 6, 2024 | April 5, 2024 |
| January 7, 2024 | April 6, 2024 |
| January 8, 2024 | April 7, 2024 |
| January 9, 2024 | April 8, 2024 |
No “Weekend Rule” for BOI Filing Deadlines
Importantly, there is no “weekend rule” for BOI filing deadlines. If a reporting company’s BOI filing deadline falls on a Saturday, Sunday or legal holiday, the deadline still applies. FinCEN’s filing portal is open 24 hours per day, 7 days per week, every day including holidays.
As a result, business owners and the attorneys, accountants and other professionals advising reporting companies should take care when calculating a BOI filing date.
Summary of Filing Deadline Rules Under the CTA
Reporting companies formed before 2024 must file an initial BOI report no later than January 1, 2025. Reporting companies formed during 2024, however, must file an initial BOI report within 90 days of their date of formation. This means that reporting companies formed during January, 2024 have a looming deadline to file an initial reporting during April, 2024.
The online filing services offered by FinCEN Report Company can help business owners and their professional advisors. The FinCEN Report system segregates confidential personal information, so that individuals cannot access each other’s personal data. The system allows professional advisors to see how the reporting company is designating beneficial owners. Where helpful, those advisors are thereby empowered to provide advice on those designations. When the reporting company has completed the process, and each beneficial owner has input their personal data into the system, the reporting company itself can file its BOI report online. For more information, or to request a demonstration, please visit fincenreport.com
