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Delay FinCEN's Beneficial Ownership Information Rule
In January 2021, Congress passed the Corporate Transparency Act designed to prevent the use of U.S. shell companies for money laundering, shadow investments, tax fraud, terrorism financing and other illegal activities. Beginning January 1, 2024, the CTA requires U.S. businesses to submit a Beneficial Ownership Information (BOI) report to the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN).

The Beneficial Ownership Information reporting requirement is an anti-money laundering initiative enacted through the Corporate Transparency Act in 2021. The Financial Crimes Enforcement Network is a division of the U.S. Department of Treasury, and will begin requiring nearly all small businesses to report information on the “beneficial owners” of their legal entities beginning in 2024. The Financial Crimes Enforcement Network  is a division of the U.S. Treasury Department which will begin requiring small businesses, including small CPA firms to report information on the “owner” of an entity beginning in 2024. Existing small businesses, formed before December 31, 2023, have one year to file – the filing deadline for these small businesses is January 1, 2025.  Small businesses formed Small businesses formed on or after January 1, 2024, or those that have a change in owner information throughout the year have 30 days to file.

On December 12, 2023, the U.S. House of Representatives passed H.R. 5119, the Protect Small Business and Prevent Illicit Financial Activity Act, sponsored by Representative Zach Nunn of Iowa. This bill revises the requirements for small U.S. companies to report certain beneficial ownership information that take effect on January 1, 2024. Beneficial ownership information includes the identity of an individual behind a corporate entity. Senator Tim Scott of South Carolina introduced companion legislation in the Senate, S.3625, and we are waiting for the Senate to move on this bill.

The bill extends the deadline for companies to report ownership information to the Department of the Treasury's Financial Crimes Enforcement Network (FinCEN). Specifically, existing companies must file their initial ownership report within two years (current regulations require the report within one year). New companies must file their initial ownership report within 90 days (current regulations require the report within 30 days). Companies must report updates or changes in ownership within 90 days (current regulations require companies to report such changes within 30 days).

We are asking that you write to your U.S. Senators to ask them to support passage of S.3625.

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