This article is the last in a four-part series about the Corporate Transparency Act 2022 (CTA). Thus far, we’ve discussed the CTA’s purpose, which (in essence) is to support the Anti-Money Laundering Act (AMLA)of 2020’s efforts to prevent criminals from laundering their illegal funds through the U.S. financial system.
To that end, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) requires certain companies to report identifying information—including who their beneficial owners are—so law enforcement agencies can better follow their activities. At this point in the series, we’ve discussed the “what,” the “who,” and the “why,” of the Corporate Transparency Act. Now, let’s talk about the “when.” This article will focus on the timelines you must meet for initial Corporate Transparency Act Reports and updates.
Both reporting companies already in existence before the CTA’s effective date and those created or registered after the effective date must file CTA reports. The distinctions between different corporations’ initial filing deadlines follow.
Any reporting company, domestic or foreign, formed or registered before the CTA’s effective date has to submit their report to FinCEN in a “timely manner.” Originally, the CTA defined a “timely manner” as no later than two years after the regulation’s effective date. However, on December 7, 2021, FinCEN issued a Notice of Proposed Rulemaking to establish regulations that will implement the Corporate Transparency Act, and under those regulations, pre-existing companies will have no more than one year to register (Foley).
The purpose of the one-year reporting deadline is to give reporting companies enough time, once they’ve received notification, to do their due diligence, compile their list of beneficial owners and company applicants, assemble all the required information, and get it to FinCEN through their Secretaries of State or similar offices. The reduced deadline is also an effort to get the database up, running, and highly relevant as soon as possible.
Any reporting company formed or registered after the CTA’s effective date, on the other hand, will have to submit their CTA report to FinCEN as a part of their registration. In other words, this report will be a necessary step in legally forming their new business. Of course, they have some leeway—but not a full year. FinCEN wants to strike a balance between receiving timely information and not putting an undue burden on new companies, so they will require domestic reporting companies in this category to file their report within 14 calendar days of the date they were officially formed or registered.
Similarly, foreign companies in this category will have to file their reports within 14 calendar days of the date they first became foreign reporting companies (not necessarily the same date they became a company in general).
This rule should give companies a fair amount of time to collect their beneficial ownership and company applicant information and submit it, while still getting the information to FinCEN swiftly enough to be highly useful.
Please note, however: FinCEN understands that under some special circumstances, the 14-calendar-day deadline to file an initial report may not be sufficient or practical, and they stand ready to address such situations as they arise.
Exempt Companies Whose Status Changes
Some companies are exempt from reporting their BOI (beneficial ownership information) because of any number of reasons (see the third article in this series—if you’re not sure whether you’re one of them, you can take a quiz here). However, if their standing changes and they no longer meet exemption criteria, FinCEN will give them 30 calendar days from the time they lose their exempted status to file their BOI report.
In all cases, FinCEN’s goal is to give companies reasonable time to comply, while keeping their database up to date, correct, and highly beneficial.
Updates and Correction Reports
FinCEN expects reporting companies to update any information they submitted in their previous CTA reports. Again, they require these updates in a “timely manner.” Originally, by “timely,” the CTA stipulated that amended reports be filed no later than one year after the date the changes occurred. However, FinCEN is now proposing that changes on information that was correct at the time of filing but has subsequently changed must be submitted within 30 calendar days of the change(s). These changes might include (but are not limited to) new/different beneficial owners or company applicants, updated personal information (addresses, etc.) regarding those members, or new information about the company.
If any person inadvertently submits inaccurate information in their update, the CTA provides a safe harbor for them if they voluntarily correct and submit the form within 90 days after submitting the inaccurate report.
Once the inaccuracy is discovered, by whatever means, reporting companies will have 14 calendar days (remember, this must be within the 90-day grace period mentioned above) from the date the problem was discovered to correct the information and file the amended report with FinCEN. This deadline is consistent with the 14-calendar-day timeframe for a newly-formed or registered reporting company to file their initial report, and it’s purpose, once again, is to comply with Congress’s instructions that BOI must be “accurate, complete, and highly useful” for law enforcement and other authorized users (Dept. of the Treasury). It also acts as an incentive to ensure reporting companies do their best to file accurate information from the start.
As we have established, the Corporate Transparency Act will affect millions of small businesses. Therefore, it is crucial that business owners and investors understand the ins and outs of this legislation. The full version of the CTA filing is very long and written in “legalese,” which can be intimidating and hard to grasp, so we hope you found our four-part series explaining the nuts and bolts of the regulation in accessible, reader-friendly segments helpful.