“On,” “Off” and “On Again…” New Deadline for Most Entities is Now January 13, 2025

If you own 25% or more of a Corporation, LLC (including single member LLC), or Partnership, you are again required to report your ownership to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN). Entities starting in 2024 (January 1, 2024, and beyond) are required to report their Beneficial Ownership Report within 30 days of the entity’s formation/registration with the Secretary of State. Entities formed prior to January 1, 2024, must file these reports by the new deadline of January 13, 2025. If any of the reported information changes or a beneficial ownership interest is sold or transferred, the entity must report this new information within 30 days of the change, or you can face penalties. This reporting requirement is part of the federal government’s anti-money laundering and anti-tax evasion efforts and is an attempt to look beyond shell companies that are set up to hide money.

For more information, visit the following Financial Crimes Enforcement Network (FinCen) website at:

https://www.fincen.gov/boi. You can file the report directly via this website.

Following a Fifth Circuit Court’s lifting on a lower court’s injunction, FinCEN issued an Alert extending the beneficial ownership reporting deadline (i) for reporting companies that were created or registered prior to January 1, 2024, from January 1, 2025, to January 13, 2025, (ii) for reporting companies formed after September 4, 2024, that had a filing deadline between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN, and (iii) for reporting companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN. Please seek advice from your legal counsel for specific requirements that may pertain to you and your corporate entities.

Below are some frequently asked questions (FAQ’s) contained on the FinCEN website that may be helpful. Visit the website https://www.fincen.gov/boi for additional filing information.

What is beneficial ownership information?

Beneficial ownership information refers to identifying information about the individuals who directly or indirectly own or control a company.

Under the Corporate Transparency Act, who can access beneficial ownership information?

In accordance with the Corporate Transparency Act, FinCEN may permit access to beneficial ownership information to: Federal agencies engaged in national security, intelligence, or law enforcement activity;

State, local, and Tribal law enforcement agencies with court authorization; Officials at the Department of the Treasury; Foreign law enforcement agencies, judges, prosecutors, and other authorities that submit a request through a U.S. Federal agency to obtain beneficial ownership information for authorized activities related to national security, intelligence, and law enforcement; Financial institutions with customer due diligence requirements under applicable law (in order to facilitate compliance with those requirements); and Federal functional regulators or other appropriate regulatory agencies that supervise or assess financial institutions with access to beneficial ownership information (in order to supervise such financial institutions’ compliance with customer due diligence requirements).

FinCEN published the rule that will govern access to and protection of beneficial ownership information on December 22, 2023. Beneficial ownership information reported to FinCEN is stored in a secure, non-public database using rigorous information security methods and controls typically used in the Federal government to protect non-classified yet sensitive information systems at the highest security level. FinCEN will continue to work closely with those authorized to access beneficial ownership information to ensure that they understand their roles and responsibilities in using the reported information only for authorized purposes and handling in a way that protects its security and confidentiality.

When do I need to report my company’s beneficial ownership information to FinCEN?

A reporting company created or registered to do business before January 1, 2024, will have until January 13, 2025, to file its initial beneficial ownership information report. A reporting company created or registered on or after January 1, 2024, and before January 1, 2025, are given 90 calendar days after receiving notice of the company’s creation or registration to file its initial BOI report. The 90-calendar day deadline runs from the time the company receives actual notice that its creation or registration is effective, or after a secretary of state or similar office first provides public notice of its creation or registration, whichever is earlier. Reporting companies created or registered on or after January 1, 2025, have 30 calendar days from actual or public notice that the company’s creation or registration is effective to file their initial BOI reports with FinCEN.

However, due to the litigation and the recent Fifth Circuit Court’s ruling, for reporting companies formed after September 4, 2024, that had a filing deadline between December 3, 2024 and December 23, 2024, now have until January 13, 2025 to file their initial beneficial ownership information reports with FinCEN, and reporting companies created or registered in the United States on or after December 3, 2024, but on or before December 23, 2024 have an additional 21 days (on top of 90 days) from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.

Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.

Will there be a fee for submitting a beneficial ownership information report to FinCEN?

No. There is no fee for submitting your beneficial ownership information report to FinCEN.

How will I be able to report my company’s beneficial ownership information?

If you are required to report your company’s beneficial ownership information to FinCEN, you will do so electronically through a secure filing system available via FinCEN’s BOI E-Filing website (https://boiefiling.fincen.gov).

Is a reporting company required to use an attorney, certified public accountant, enrolled agent, or other service provider to submit beneficial ownership information to FinCEN?

No. FinCEN expects that many, if not most, reporting companies will be able to submit their beneficial ownership information to FinCEN on their own using the guidance FinCEN has issued. Reporting companies that need help meeting their reporting obligations can consult with professional service providers, such as lawyers, accountants, or enrolled agents.

What information will be collected on filers?

When submitting the BOI report, individual filers should be prepared to provide basic contact information about themselves, including their name and email address.

Written by Daniel Yukelson.

Daniel Yukelson is the Executive Director of the Apartment Association of Greater Los Angeles. He lives in a Los Angeles Area apartment with his 140-pound St. Bernard named Bella.