This article is the last in a four-part series about the Corporate Transparency Act 2022 (CTA). To prevent criminals from laundering their illegal funds through the U.S. financial system, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) requires certain companies to file a report with identifying information, to track their activity. This article will focus on the timelines you must meet for initial Corporate Transparency Act Reports and updates.
Initial Reports
Both existing companies andthose created or registered after the effective date must file CTA reports, though under different deadlines.
Existing Companies
Any reporting company, domestic or foreign, formed or registered before the CTA’s effective date has to submit their report to FinCEN in a “timely manner.” Initially two years, the FinCEN redefined a “timely manner”, in 2021, as no more than one year (Foley).
Future Companies
Any reporting company formed or registered after the CTA’s effective date, on the other hand, will have to submit their CTA report to FinCEN as a part of their registration. In other words, this report will be a necessary step in legally forming their new business. New domestic reporting companies will need to file their report within 14 calendar days of the date they were officially formed or registered.
Similarly, foreign companies in this category will have to file their reports within 14 calendar days of the date they first became foreign reporting companies (not necessarily the same date they became a company in general).
Note: in a few, special cases, finCEN is willing to amend the 14-day-rule, if it’s impossible for a new company to compile the information, due to extenuating circumstances.
Exempt Companies Whose Status Changes
Some companies are exempt from reporting their BOI (beneficial ownership information), as we saw in the third article of this series. However, if their standing changes and they no longer meet exemption criteria, FinCEN will give them 30 calendar days from the time they lose their exempted status to file their BOI report.
In all cases, FinCEN’s goal is to give companies reasonable time to comply, while keeping their database up to date, correct, and highly beneficial.
Updates and Correction Reports
Updates
FinCEN expects reporting companies to update their CTA reports periodically, within 30 calendar days of any change(s), such as:
- new/different beneficial owners or company applicants;
- updated personal information (addresses, etc.) regarding those members;
- new information about the company.
Corrections
If any person inadvertently submits inaccurate information in their update, the CTA provides a safe harbor for them if they voluntarily correct and submit the form within 90 days after submitting the inaccurate report.
Once the inaccuracy is discovered, by whatever means, reporting companies will have 14 calendar days (within the 90-day grace period mentioned above) from the date the problem was discovered to correct the information and file the amended report with FinCEN. If the reporting company fails to correct the information, it may be criminally prosecuted.
As we have established, the Corporate Transparency Act will affect millions of small businesses. Therefore, it is crucial that business owners and investors understand the ins and outs of this legislation. We hope you found our four-part series explaining the nuts and bolts of the regulation in accessible, reader-friendly segments helpful.
