Deadline to File Reports Under the Corporate Transparency Act Is Looming; Make Arrangements Now to Comply
August 28, 2024
By: William P. Matthews and Sarah Buchanan
Reminder of Filing Deadlines:
The Corporate Transparency Act (“CTA”) sets the following reporting deadlines:
- Existing Reporting Companies: Reporting companies formed before Jan. 1, 2024, must file their beneficial ownership (“BOI”) reports by Jan. 1, 2025.
- New Reporting Companies: Reporting companies formed on or after Jan. 1, 2024, but before Jan. 1, 2025, must file their beneficial ownership reports within 90 days of the date of formation.
- Updates to Information: Reporting companies that have already reported their BOI to the Financial Crimes Enforcement Network ("FinCEN") must file any required updates to their BOI reports to FinCEN within 30 days of any change to their prior report.
If you have questions about the CTA and its potential impact on your business entity, please consult with your legal counsel. If you do not currently have counsel for such matters, Foulston Siefkin LLP would welcome the opportunity to assist you with your specific business needs, including filing beneficial ownership reports with FinCEN.
If you wish to retain our services for this matter, you must confirm our engagement as soon as possible, but no later than Nov. 1, 2024. If your business involves multiple reporting companies or beneficial owners, we urge you to confirm our engagement well in advance of this date.
Clarification on Filings for Dissolved Reporting Companies:
In July, the FinCEN issued new guidance clarifying compliance obligations for dissolved reporting companies under the CTA. The guidance clarifies that a reporting company is not required to report its BOI if it completed the process of “formally and irrevocably dissolving” before Jan. 1, 2024. Whether an entity is considered formally and irrevocably dissolved is a matter of state law, and filing dissolution paperwork with a State’s Secretary of State (or equivalent office) before Jan. 1, 2024, may not necessarily mean a reporting company is exempt from CTA reporting requirements.
Reporting companies that dissolved or merged into another entity at any point in 2024 still need to file a BOI report by the appropriate deadline.
Reporting companies formed in 2024 but which were dissolved or merged before their initial BOI reporting deadline must still submit a BOI report within 90 days of the date of formation.
These clarifications highlight the importance of timely compliance for reporting companies to avoid significant penalties.
For More Information
If you have questions or want more information regarding the Corporate Transparency Act and its possible effects on your business entity, contact your legal counsel. If you do not have regular counsel for such matters, Foulston Siefkin LLP would welcome the opportunity to work with you to meet your specific needs. For more information, contact Bill Matthews at 316.291.9556 or bmatthews@foulston.com. For more information on the firm, please visit our website at www.foulston.com.
Established in 1919, Foulston Siefkin is the largest Kansas-based law firm. With offices in Wichita, Kansas City, and Topeka, Foulston provides a full range of legal services to clients in the areas of administrative & regulatory; antitrust & trade regulation; appellate law; banking & financial services; business & corporate; construction; creditors’ rights & bankruptcy; e-commerce; education & public entity; elder law; employee benefits & ERISA; employment & labor; energy; environmental; ERISA litigation; estate planning & probate; family business enterprise; franchise & distribution; government investigations & white collar defense; governmental liability; government relations & public policy; healthcare; immigration; insurance regulatory; intellectual property; litigation & disputes; long-term care; mediation/dispute resolution; mergers & acquisitions; Native American law; oil, gas & minerals; OSHA; privacy & data security; private equity & venture capital; product liability; professional malpractice; real estate; renewable energy, storage, and transmission; securities & corporate finance; startup/entrepreneurship; supply chain management; tax-exempt organizations; taxation; trade secret & noncompete litigation; and water rights.
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This update has been prepared by Foulston Siefkin LLP for informational purposes only. It is not a legal opinion; it does not provide legal advice for any purpose; and it neither creates nor constitutes evidence of an attorney-client relationship.
