The Corporate Transparency Act: Extensions of Reporting Deadlines to Victims of Recent Natural Disasters

Alert
By John Jo and Catherine Gregory

As discussed in our four prior client alerts below, effective as of January 1, 2024, the Corporate Transparency Act (“CTA”) and rules issued thereunder by the Financial Crime Enforcement Network (“FinCEN”) require most U.S entities and foreign entities registered to do business in the United States (“reporting companies”) to file reports with FinCEN disclosing information about the entity and its beneficial owners (“BOI Reports”).

As a reminder, absent an applicable exemption or extension, the following CTA reporting deadlines apply:

Reporting Companies

Initial Report Due

Created or registered to do business in the United States before January 1, 2024

January 1, 2025

Created or registered to do business in the United States on or after January 1, 2024, and before January 1, 2025

90 days after receiving actual or public notice that their creation or registration is effective

Created or registered to do business in the United States on or after January 1, 2025

30 days after receiving actual or public notice that their creation or registration is effective

If there is any change to an initial BOI Report, the reporting company must amend the report within 30 days after such change.

On October 29, 2024, FinCEN announced a six-month BOI Report filing extension for reporting companies with certain filing deadlines located in areas affected by Hurricane Milton, Hurricane Helene, Hurricane Debby, Hurricane Beryl, or Hurricane Francine. To qualify for the extension, a reporting company must 1) have an initial or updated BOI Report filing deadline between the dates specified below and 2) have a principal place of business in the area designated by both the Federal Emergency Management Agency as qualifying for individual or public assistance and by the Internal Revenue Service as eligible for tax filing relief as a result of a disaster caused by the corresponding hurricane.

Specifically, the six-month filing extension applies to reporting companies located in:

  • Hurricane Milton designated affected areas with a BOI Report filing deadline on or between October 4, 2024 and January 2, 2025.
  • Hurricane Helene and Tropical Storm Helene designated affected areas with a BOI Report filing deadline on or between September 22, 2024 and December 21, 2024.
  • Hurricane Debby designated affected areas with a BOI Report filing deadline on or between July 31, 2024 and October 29, 2024.
  • Hurricane Beryl designated affected areas with a BOI Report filing deadline on or between July 4, 2024 and October 2, 2024.
  • Hurricane Francine designated affected areas with a BOI Report filing deadline on or between September 8, 2024 and December 7, 2024.

The only extension that applies to reporting companies that were created or registered to do business in the United States before January 1, 2024 is the extension provided for reporting companies in Hurricane Milton designated affected areas. The initial BOI Report deadline for those reporting companies is January 1, 2025, which falls within the applicable date range. The extensions granted for the other natural disasters apply only to certain companies that were created or registered to do business in the United States after January 1, 2024 and whose original BOI Report deadline also falls within the applicable date range.

If the IRS designates other areas affected by these natural disasters as eligible for tax filing relief after October 29, 2024, the reporting companies located in such affected areas with filing deadlines in the specified date range above will automatically receive the same BOI reporting relief from FinCEN. FinCEN’s Notices announcing this filing deadline extension are hyperlinked above and can be accessed here as well.

This client alert is based on the CTA and FinCEN’s rules and limited guidance as of the date hereof. Note that a number of questions remain regarding the application of the CTA and FinCEN’s rules and guidance issued thereunder. In particular, market practice is continuing to develop; FinCEN continues to issue new guidance indicating how FinCEN understands, and is likely to apply, the CTA; and there have been no binding adjudicatory or administrative actions interpreting the precise scope and requirements of the CTA (we plan to provide periodic updates if there are any further material developments with respect to CTA filings or requirements). Accordingly, as market practice evolves and additional guidance is provided, determinations regarding reporting company status, beneficial owners and other compliance matters under the CTA may change.

If you have any questions regarding the CTA or need assistance with compliance, please do not hesitate to contact a member of the Corporate & Transactional group or your regular Smith Anderson lawyer.

Prior CTA Client Alerts:

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