Due Dates of FinCEN Reports Required by the Corporate Transparency Act (CTA)

Only entities that are “reporting companies” must file a CTA FinCEN report.  To learn if an entity is a reporting company see “Who Must File a FinCEN Report?”  Here are the three scenarios and three report due dates that apply to CTA FinCEN reports.

Reporting companies formed before 2022

All reporting companies formed before 2022 must file their initial FinCEN report before the first anniversary of the final CTA regulations filed by the U.S. Treasury.  At this time the CTA regulations have not been proposed or finalized so the clock has not yet started ticking for pre-2022 reporting companies.

Reporting companies formed after 2021

All reporting companies formed after 2021 must file their FinCEN report not later than 14 days after the entity was formed/created.   At this time FinCEN does not have a procedure for an entity to file a FinCEN report so post 2021, which means no reporting company can file a FinCEN report at this time.

Reporting companies that filed a FinCEN report and information in the report changed

If any information about a beneficial owner disclosed in a FinCEN report changes, the reporting company must file an amended FinCEN report not later than thirty days after the change.  Here are examples of common changes that would require a reporting company to amend its FinCEN report:

  • a new owner acquires 25% or more of the reporting company
  • an owner that previously owned less than 25% acquires 25% or more of the reporting company
  • a beneficial owner who owned 25% or more dies and the transfer of ownership of his or her interest in the reporting company causes one or more inheritors to own 25% or more of the reporting company
  • a beneficial owner’s address stated in the most recent FinCEN report changes, i.e., the beneficial owner moved.
  • a beneficial owner replaces his or her driver’s license, passport or document listed in the most recent FinCEN report.
  • a person named in a FinCEN report as a beneficial owner ceases to be a beneficial owner.

A beneficial owner is an individual who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise (i) exercises substantial control over the entity; or (ii) owns or controls not less than 25 percent of the ownership interests of the entity.

Amendments to a FinCEN report must be filed within thirty days after the event that requires the reporting company to file the amended FinCEN report.  At this time FinCEN does not have a procedure for an entity to file an amended FinCEN report, which means reporting companies cannot file an amended FinCEN report at this time.

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