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 2024
All reporting companies formed before 2024 must file their initial FinCEN report not later than January 1, 2025.
Reporting companies formed after 2023
All reporting companies formed after 2023 must file their FinCEN report not later than 30 days after the entity was formed/created.
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 more of the company and owns 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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