FinCEN BOI Reporting Deadline Extension for Companies Created or Registered in 2024

Mechanism

The Corporate Transparency Act (CTA), enacted as part of the Anti-Money Laundering Act of 2020 (Division F of the National Defense Authorization Act for FY 2021), required FinCEN to establish a beneficial ownership information (BOI) reporting regime. FinCEN's original Reporting Rule (effective January 1, 2024) set:

• Pre-existing companies (created before January 1, 2024): deadline January 1, 2025 to file initial BOI reports.
• New companies (created/registered on or after January 1, 2024): deadline of 30 calendar days from effective creation/registration date.

This November 2023 amendment recognized that companies incorporated early in 2024 would face the new BOI system for the first time with minimal runway. FinCEN extended the deadline for all companies created or registered in 2024 from 30 days to 90 calendar days, matching the intent of an earlier interim rule proposal (FR Doc 2023-21226, September 28, 2023). The 90-day window provides a meaningful compliance orientation period for first filers entering the new FinCEN BOI database.

The deadline clock starts from the earlier of: (a) the date the company receives actual notice that its creation or registration is effective, or (b) the date a secretary of state (or equivalent) first makes public notice of the filing. Companies created on or after January 1, 2025 were not covered by this extension and remain subject to the standard 30-day window.

Downstream implications

• Reduced early-year compliance pressure on the approximately 3.7 million

new reporting companies anticipated to be created in 2024 during the first full year of BOI reporting.

• FinCEN gained additional time for educational outreach before volume-filings

peaked; the BOI database launch cohort was de-risked from a data-quality standpoint.

• The same logic was later applied in March 2025 when FinCEN issued an interim

final rule (IFR) under the Trump administration exempting domestic US companies from reporting altogether (2025-03-26-us-fincen-boi-ifr-domestic-companies-exemption), collapsing the BOI perimeter to foreign-registered entities only.

Open questions

• Whether the 90-day window was sufficient for SME compliance given the

simultaneous rollout of FinCEN's BOIR e-filing system.

• Superseded in practice by the 2025 IFR that suspended domestic-entity

reporting requirements pending further rulemaking.