Five Recent Corporate Transparency Act Changes – A Christmas Gift (Mostly) from FinCEN and the House of Representatives

This article was originally posted on Steve Leimberg’s Business Entities Email Newsletter Archive Message #288.

There have been five major events relating to the Corporate Transparency Act:

1) Reporting companies formed during the calendar year of 2024 will now have 90 days to file their initial BOI reports rather than 30 due to a final regulation issued by FinCEN;

2) The House has passed a Bill that will give pre-2024 entities until December 31, 2025, to register, thus deferring the effective date of general filings for existing entities by a full year if passed by the Senate and President;

3) The same House Bill will allow new companies formed after January 1, 2024, 90 days to file rather than 30.  (Note that this would apply to all companies formed after January 1, 2025, as well.);

4) The House Bill would give reporting companies 90 days to report updates or changes rather than 30 days; and

5) The House Bill has a unique provision not understandable by Grammarly or a high percentage of the population that would amend the Beneficial Ownership Reporting (BOI) Requirements to clarify that reporting companies are not allowed to submit a report describing how the company is unable to obtain identifying information, i.e., driver’s licenses and passports, instead of filing reports in accordance with the statute:

(H) UNABLE TO OBTAIN –FinCEN may not by rule, guidance, or otherwise, permit a reporting company from submitting a report relating to the inability of the reporting company to obtain or identify information in the alternative to submitting a report required under this subsection.

It is important to note that the House Bill would still need to be passed by the Senate and presented to President Biden to have legal effect.  Still, it is clear the legislative intent behind the Bill is to extend deadlines for reporting companies

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