Client Alert: December 31st Deadline Under The Corporate Transparency Act
We are writing to remind clients that December 31, 2024, is the deadline to file Beneficial Ownership Information Reports (BOIRs) for business entities formed before January 1, 2024, unless an exemption applies.
Background
The Corporate Transparency Act (CTA) was enacted on January 1, 2021, and requires certain business entities (referred to as “Reporting Companies”) to file information on their “beneficial owners” with the Financial Crimes Enforcement Network (FinCEN) unless an exemption applies. Beneficial owners include (i) owners of 25% or more of the equity and (ii) control persons (e.g., CEO) of the Reporting Company.
Exemptions
Most private companies will be required to file BOIRs. The list of exemptions is short and primarily applicable to regulated entities. The list of exemptions can be found here.
Key Deadlines
Reporting Companies must file their initial BOIR within the following time periods:
| Date | Date of Formation |
| January 1, 2025 | Before January 1, 2024 |
| 90 days after formation | On or after January 1, 2024, but before January 1, 2025 |
| 30 days after formation | On or after January 1, 2025 |
Reporting Companies must also file updated BOIRs within 30 days of any change to previously submitted information.
Penalties
The willful failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in a civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Senior officers of an entity that fails to file a required BOI report may be held accountable for that failure.
How to File
Filing a BOIR is straightforward in most cases and can be filed through the BOIR Filing Portal. If you are unsure regarding whether you are required to file or how to file, feel free to reach out to your team at Focal (corporate@focallaw.com) for assistance.
Useful Resources
