Beginning on January 1, 2024 (for newly formed or registered entities) and prior to January 1, 2025 (for entities already in existence or registered prior to January 1, 2024), both domestic and foreign entities that are formed or registered to do business with a secretary of state will be required to file reports with FinCEN that identify (1) each “beneficial owner” and (2) for newly formed or registered entities, each “company applicant” who directly files the document to form or register the entity to do business or who is primarily responsible for directing or controlling such filing.
We know this new requirement affects many of our clients. We continue to monitor the situation closely, answering clients' questions, advising them about impacts to their businesses, and keeping them informed about new developments. Please scroll below for our latest updates, analysis, and trainings.
Your CTA Compliance Toolkit
Webinar Recordings and Materials
On October 25, 2023, Goodwin hosted an overview of the CTA specific to Technology and Life Sciences Emerging Companies and Venture Capital. You can view a recording of that webinar and the materials can be found here.
On November 29, FinCEN amended its BOI reporting rule to extend the filing deadline for initial BOI reports to 90 calendar days for reporting companies formed or registered on or after January 1, 2024, and before January 1, 2025. Learn more in our November 30, 2023 Financial Services Weekly Roundup.
FinCEN has released a proposed rule that would extend the filing deadline for initial reports for reporting companies formed or registered in 2024 (January 1, 2024 through December 31, 2024) to 90 calendar days. Learn more in our September 2023 Financial Services Weekly Round-Up.
FinCEN released a notice and proposed rule under the Privacy Act of 1974 (Privacy Act) in connection with FinCEN’s establishment of the Beneficial Ownership Information (BOI) System related to the implementation of the Corporate Transparency Act (CTA).
In a previous Weekly Roundup issue, we discuss how FinCEN’s Notice of Proposed Rulemaking around the proposed CTA regulations specifies how government officials may access beneficial ownership information in order to support law enforcement, national security, and intelligence activities, and how certain financial institutions and their regulators would access such information in order to fulfill customer due diligence requirements and conduct supervision.
Read our client alert to learn more about FinCEN’s final rule, which exempts public companies, large operating companies, and certain types of regulated entities whose ownership and control are generally known to governmental authorities from the definition of “reporting company.”
This is an evolving situation, and specific circumstances should be assessed individually. Please get in touch with your Goodwin contact or a lawyer listed below to discuss any issues you may be facing.