66730 Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Proposed Rules 

1Treasury, FinCEN, Beneficial Ownership 

Information Reporting Requirements, 87 FR 59498 

(Sept. 30, 2022). 

2The Reporting Rule is the first in a series of 

rulemakings to implement the CTA, enacted on 

January 1, 2021, as part of the Anti-Money 

Laundering Act of 2020 and codified at 31 U.S.C. 

5336. The CTA is Title LXIV of the William M. 

(Mac) Thornberry National Defense Authorization 

Act for Fiscal Year 2021, Public Law 116–283 (Jan. 

1, 2021) (the NDAA). Division F of the NDAA is the 

Anti-Money Laundering Act of 2020, which 

includes the CTA. 

3See 31 U.S.C. 5336(a)(11). 

4See U.S. Department of the Treasury (Treasury), 

FinCEN, Beneficial Ownership Information 

Reporting Requirements, 87 FR 59498, 59498–99 

(Sept. 30, 2022). 

5Public Law 116–283, Section 6402 (Jan. 1, 2021). 

6 Id. 

7 31 CFR 1010.380(a)(iii). 

8 31 CFR 1010.380(a)(i)–(ii). 

documents, and some interested parties 

have requested additional time to 

review and submit comments. The 

Departments value public feedback as 

they consider whether and how to issue 

final rules and future guidance. In 

response to these requests, the 

Departments are extending the period 

for submitting comments on the 

proposed rules to October 17, 2023. 

Additionally, to ensure consistency 

with the comment period for the 

proposed rules, DOL is simultaneously 

extending the comment period for 

Technical Release 2023–01P to October 

17, 2023. To be assured consideration, 

comments on the proposed rules and 

Technical Release must be received no 

later than October 17, 2023. 

Dated: September 22, 2023. 

Douglas W. O’Donnell, 

Deputy Commissioner for Services and 

Enforcement, Internal Revenue Service. 

Lisa M. Gomez, 

Assistant Secretary, Employee Benefits, 

Security Administration, Department of 

Labor. 

Xavier Becerra, 

Secretary, Department of Health and Human 

Services. 

[FR Doc. 2023–21177 Filed 9–27–23; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF THE TREASURY 

Financial Crimes Enforcement Network 

31 CFR Part 1010 

RIN 1506–AB62 

Beneficial Ownership Information 

Reporting Deadline Extension for 

Reporting Companies Created or 

Registered in 2024 

AGENCY: Financial Crimes Enforcement 

Network (FinCEN), Treasury. 

ACTION: Notice of Proposed Rulemaking 

(NPRM). 

SUMMARY: FinCEN is proposing to 

amend the beneficial ownership 

information (BOI) reporting rule 

(Reporting Rule) to extend the filing 

deadline for certain BOI reports. Under 

the Reporting Rule, entities created or 

registered on or after the rule’s effective 

date of January 1, 2024, must file initial 

BOI reports with FinCEN within 30 days 

of notice of their creation or registration. 

This proposed amendment would 

extend that filing deadline from 30 days 

to 90 days for entities created or 

registered on or after January 1, 2024, 

and before January 1, 2025, to give those 

entities additional time to understand 

the new reporting obligation and collect 

the necessary information to complete 

the filing. Entities created or registered 

on or after January 1, 2025, would have 

30 days to file their BOI reports with 

FinCEN, as required under the 

Reporting Rule. 

DATES: Written comments on this 

proposed rule may be submitted on or 

before October 30, 2023. 

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

• Federal E-rulemaking Portal: 

https://www.regulations.gov. Follow the 

instructions for submitting comments. 

Refer to Docket Number FINCEN–2023– 

0014 and the Office of Management and 

Budget (OMB) control number 1506– 

0076. 

• Mail: Policy Division, Financial 

Crimes Enforcement Network, P.O. Box 

39, Vienna, VA 22183. Refer to Docket 

Number FINCEN–2023–0014 and OMB 

control number 1506–0076. 

FOR FURTHER INFORMATION CONTACT: The 

FinCEN Regulatory Support Section at 

1–800–767–2825 or electronically at 

frc@fincen.gov. 

SUPPLEMENTARY INFORMATION: 

I. Introduction 

In this NPRM, FinCEN is proposing to 

amend the Reporting Rule 1 to extend 

the deadline to file initial BOI reports 

for entities created or registered on or 

after the rule’s effective date of January 

1, 2024, and before January 1, 2025. 

Under the Reporting Rule, such entities 

must file initial BOI reports with 

FinCEN within 30 days of notice of their 

creation or registration. The proposed 

amendment would extend that filing 

deadline from 30 days to 90 days for 

entities created or registered on or after 

January 1, 2024, and before January 1, 

2025, to give those entities additional 

time to understand the new reporting 

obligation and collect the necessary 

information to complete their filings. 

Entities created or registered on or after 

January 1, 2025, would have 30 days to 

file their BOI reports with FinCEN, as 

required under the Reporting Rule. 

II. Background 

On September 30, 2022, FinCEN 

published the Reporting Rule, with an 

effective date of January 1, 2024.2 The 

Reporting Rule requires certain 

corporations, limited liability 

companies, and other similar entities 

(‘‘reporting companies’’) 3 to report 

certain identifying information about 

the beneficial owners who own or 

control such entities and the company 

applicants who form or register them.4

These requirements are intended to 

facilitate access to BOI for certain 

authorized recipients, including law 

enforcement and regulators, for the 

purpose of countering money 

laundering, the financing of terrorism, 

and other illicit activity.5 The Corporate 

Transparency Act (CTA) directs FinCEN 

to promulgate regulations that achieve 

the objectives of the statute, while 

minimizing burdens on reporting 

companies to the greatest extent 

practicable and ensuring that the BOI 

collected is ‘‘highly useful’’ for national 

security, intelligence, and law 

enforcement activities.6

The Reporting Rule requires reporting 

companies to report to FinCEN within 

prescribed time periods information 

about themselves, as well as information 

about two categories of individuals: (1) 

the beneficial owners of the reporting 

company; and (2) the company 

applicants, who are the individuals who 

filed a document to create the reporting 

company or register it to do business. 

For a domestic or foreign reporting 

company created or registered to do 

business in the United States before the 

rule’s effective date of January 1, 2024, 

an initial BOI report must be filed by 

January 1, 2025.7 For a reporting 

company created or registered on or 

after January 1, 2024, however, the 

Reporting Rule requires that an initial 

BOI report must be filed within 30 days 

of the earlier of the date on which it 

receives actual notice or public notice 

that it has been created or registered.8

III. Proposed Extension of Time for 

Certain Reporting Companies 

FinCEN proposes to extend the period 

for certain reporting companies to file 

initial BOI reports. Under this proposed 

amendment to the Reporting Rule, 

reporting companies created or 

registered on or after January 1, 2024, 

and before January 1, 2025, would have 

90 days to submit their initial BOI 


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Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Proposed Rules 66731 

9CTA, Section 6402(8)(a). 

10Treasury, FinCEN, Beneficial Ownership 

Information Reporting Requirements, 87 FR 59498, 

59511 (Sept. 30, 2022). 

11Although the CTA provides that reports are to 

be filed by entities created or registered on or after 

January 1, 2024 ‘‘at the time of formation or 

registration,’’ FinCEN may prescribe an exemption 

from that requirement consistent with the directive 

to ensure that the database is highly useful to law 

enforcement while at the same time minimizing 

burdens on reporting companies. FinCEN believes 

it is appropriate to do so for entities created or 

registered on or after January 1, 2024 and before 

January 1, 2025 for the reasons explained below. 

See 31 U.S.C. 5336(b)(1)(C). Under 31 U.S.C. 

5318(a)(7), FinCEN has authority to ‘‘prescribe an 

appropriate exemption from a requirement under 

this subchapter,’’ which includes the CTA in 

section 5336. 12See Reporting Rule, 31 CFR 1010.380(b)(1)(i). 

reports, instead of 30 days.9 Reporting 

companies formed on or after January 1, 

2025, would continue to be required to 

submit their initial BOI reports within 

30 days. 

In the preamble to the Reporting Rule, 

FinCEN explained its expectation that a 

30-day timeframe for initial reports 

would provide sufficient time for 

reporting companies to resolve various 

issues after initial creation, including 

obtaining necessary information and 

identifying their beneficial owners with 

sufficient time to file an initial report.10

Upon continued dialogue with partners 

in the private sector, including trade 

associations, non-profits, and other key 

stakeholder organizations, FinCEN 

believes that extending the deadline for 

reporting companies created or 

registered on or after January 1, 2024, 

and before January 1, 2025, to file an 

initial BOI report from 30 to 90 days 

will have multiple benefits.11

First, this extension will increase the 

time available for these entities to 

understand and comply with their new 

regulatory obligations under the 

Reporting Rule. FinCEN recognizes that 

there are many aspects of the Reporting 

Rule that newly created or registered 

entities will need to navigate, including 

whether the new legal entity falls under 

the definition of ‘‘reporting company’’ 

or qualifies for an exemption, the 

meaning of ‘‘beneficial owner’’ under 

the rule, and the application of other 

key terms and requirements. FinCEN is 

developing simple, easy-to-read 

guidance and educational materials 

such as frequently asked questions 

(FAQs), videos, infographics, and 

compliance guides to help reporting 

companies comply with the new rules. 

FinCEN published initial guidance and 

educational materials on March 24, 

2023, and a Small Entity Compliance 

Guide on September 18, 2023. FinCEN 

aims to publish additional materials in 

the near future. Additionally, FinCEN 

continues to conduct extensive outreach 

to ensure that all stakeholders 

understand their obligations and how 

best to seek assistance to have their 

questions answered. Yet FinCEN 

recognizes the novelty of the BOI 

reporting requirement and the need to 

provide filers, many of which are 

interfacing with FinCEN for the first 

time, particular consideration when it 

comes to the reporting deadline for 

entities created or registered in 2024. 

Second, the extension will provide 

new reporting companies additional 

time to obtain the information necessary 

to complete their initial BOI reports. 

The Reporting Rule requires reporting 

companies to obtain and report certain 

BOI to FinCEN. At the outset of the 

implementation of the rule, making and 

responding to requests for BOI will be 

an unfamiliar exercise for many new 

companies or third-party service 

providers, and beneficial owners. 

FinCEN recognizes that additional time 

could greatly benefit these parties, 

particularly those who have not 

interacted with FinCEN before.12

Furthermore, the extension will give 

reporting companies more time to 

resolve questions that may arise in the 

process of completing their initial BOI 

reports. FinCEN continues to work 

actively to develop and issue guidance 

and educational materials such as 

FAQs, videos, infographics, and 

compliance guides to help reporting 

companies complete and submit their 

BOI reports to FinCEN. FinCEN also 

continues to engage in extensive 

outreach to ensure that stakeholders are 

able to submit BOI reports in a 

streamlined and efficient manner. 

Reporting companies and other 

stakeholders may want more time to 

become familiar with these guidance 

and educational materials given the new 

obligations and reporting timeframes. In 

addition, reporting companies may wish 

to consult with a third-party service 

provider such as an accountant or 

lawyer, or to contact FinCEN with an 

inquiry. FinCEN aims to establish a 

contact center prior to January 1, 2024, 

to field questions about the BOI 

reporting requirements from reporting 

companies and other stakeholders. 

Extending the reporting deadline from 

30 to 90 days will allow all parties 

additional time to resolve questions 

about the new reporting requirements. It 

will also help FinCEN manage the 

volume of contact center inquiries and 

provide more comprehensive customer 

service by giving reporting companies 

and other stakeholders more time to 

consult guidance materials and 

internally resolve questions about the 

new requirements. 

The proposed extension to 90 days 

would apply to both domestic and 

foreign entities created or registered in 

the United States in the first year after 

the Reporting Rule becomes effective, 

but entities created or registered on or 

after January 1, 2025, would remain 

subject to the 30-day deadline 

established in the Reporting Rule. 

FinCEN believes that extending the time 

period in the first year is appropriate 

because of the novelty of the beneficial 

ownership reporting regime created by 

Congress under the CTA. For the first 

time, the United States is now requiring 

legal entities to submit beneficial 

ownership information to a centralized, 

Federal Government database, and the 

reporting requirements are likely to be 

entirely new to business owners, 

corporate formation professionals, 

secretary of state offices, and other key 

stakeholders. After January 1, 2025, 

however, FinCEN expects that the BOI 

reporting requirements will be more 

familiar to those involved in corporate 

formation, and newly created or 

registered companies should be in a 

better position to promptly file their BOI 

reports. 

Although FinCEN believes that 

providing this additional time and 

flexibility for reporting companies 

created or registered in 2024 to file their 

initial BOI reports will benefit reporting 

companies and their service providers, 

FinCEN recognizes that the extension 

could cause a delay in submissions to 

the BOI database in the first year of its 

operation. For example, under the 

proposed rule, if entities are created or 

registered on December 31, 2024, they 

would have until April 1, 2025 (90 days 

after December 31, 2024) to submit their 

initial BOI reports. In contrast, under 

the Reporting Rule, law enforcement 

could expect all compliant reporting 

companies created or registered on or 

before December 31, 2024, to have 

submitted their initial BOI reports by 

January 30, 2025 (30 days after 

December 31, 2024). With all of that 

taken into account, FinCEN still 

believes that the potential adverse 

effects of any such delay in the first year 

of the program are outweighed by the 

relief they will provide for small 

businesses, as explained above. FinCEN 

solicits comment on this assessment, 

and on whether there are any other 

potential consequences of the extension 

that it has not identified. 

IV. Regulatory Analysis 

FinCEN has analyzed the proposed 

rule as required under Executive Orders 

12866, 13563, and 14094; the Regulatory 


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66732 Federal Register / Vol. 88, No. 187 / Thursday, September 28, 2023 / Proposed Rules 

13The Unfunded Mandates Reform Act requires 

an assessment of mandates that will result in an 

annual expenditure of $100 million or more, 

adjusted for inflation. The U.S. Bureau of Economic 

Analysis reports the annual value of the gross 

domestic product (GDP) deflator in 1995, the year 

of the Unfunded Mandates Reform Act, as 71.823, 

and as 127.224 in 2022. See U.S. Bureau of 

Economic Analysis, ‘‘Table 1.1.9. Implicit Price 

Deflators for Gross Domestic Product’’ (accessed 

Friday, June 2, 2023). Thus, the inflation adjusted 

estimate for $100 million is 127.224/71.823 × 100 

= $177 million. 

14See Treasury, FinCEN, Beneficial Ownership 

Reporting Requirements, 87 FR 59549–59591 (Dec. 

8, 2021). 

15 Id. 

Flexibility Act; the Unfunded Mandates 

Reform Act; and the Paperwork 

Reduction Act. This proposed rule 

would not have an annual effect on the 

economy of $200 million or otherwise 

constitute a ‘‘significant regulatory 

action’’ as defined in section 3(f) of 

Executive Order 12866, as amended. 

Pursuant to the Regulatory Flexibility 

Act, FinCEN certifies that the proposed 

rule would not have a significant 

economic impact on a substantial 

number of small entities. FinCEN 

assessed that this proposed rule would 

result in no additional costs to small 

businesses. Furthermore, pursuant to 

the Unfunded Mandates Reform Act, 

FinCEN has concluded that the 

proposed rule would not result in an 

expenditure of $177 million or more 

annually by state, local, and Tribal 

governments or by the private sector.13

FinCEN does not estimate any burden, 

as defined by the Paperwork Reduction 

Act, associated with the proposed rule. 

FinCEN assesses that the extension of 

the reporting deadline for entities 

created or registered in the first year of 

the reporting requirement will not 

impose new costs. The costs for BOI 

reporting have been estimated in the 

regulatory impact analysis (RIA) in the 

Reporting Rule.14 In that RIA, FinCEN 

estimated the total number of reporting 

companies in 2024, the first year that 

the Reporting Rule will go into effect, to 

be approximately 32.6 million. The 

Reporting Rule RIA also estimated the 

costs for these reporting companies in 

filing their initial BOI reports, analyzing 

the potential cost of each step in the 

filing process.15 FinCEN’s analysis in 

the final Reporting Rule would not be 

changed by an extension of the 

reporting timeline for new reporting 

companies created or registered in 2024 

from 30 days to 90 days. 

FinCEN acknowledges that this 

change would shift some of the 

estimated aggregate cost in the 

Reporting Rule RIA from ‘‘Year 1’’ 

(2024) to ‘‘Year 2’’ (2025) in the 

analysis. This shift in cost is difficult to 

quantify. However, FinCEN assesses 

that the shift of these costs would be de 

minimis and would not change the 

conclusions of the Reporting Rule’s RIA. 

Additionally, the per-reporting 

company burden and cost estimate in 

the Reporting Rule RIA would not be 

affected by this proposed change. 

Furthermore, as discussed in Section 

III, FinCEN notes that the proposed 

change in the reporting timeline for 

reporting companies created or 

registered in 2024 would likely have 

multiple benefits. These benefits 

include additional time for these 

reporting companies to understand and 

comply with the requirements of the 

Reporting Rule as well as greater 

opportunities for FinCEN to efficiently 

respond to questions and address 

problems that reporting companies may 

have in complying. FinCEN invites 

comment on whether the proposed rule 

may provide for other benefits to 

reporting companies, their service 

providers, or other stakeholders. 

FinCEN also solicits comments on 

whether any aspects of this proposed 

rule would result in cost or burden, or 

whether the proposed rule would affect 

the estimate of the cost, burden, and 

impact of the Reporting Rule in the 

Reporting Rule’s RIA. 

Proposed Regulatory Text 

List of Subjects in 31 CFR Part 1010 

Administrative practice and 

procedure, Aliens, Authority 

delegations (Government agencies), 

Banks and banking, Brokers, Business 

and industry, Citizenship and 

naturalization, Commodity futures, 

Crime, Currency, Electronic filing, 

Federal savings associations, FederalStates relations, Foreign persons, 

Holding companies, Indians, Indian— 

law, Indians—tribal government, 

Insurance companies, Investigations, 

Investment advisors, Investment 

companies, Law enforcement, Penalties, 

Reporting and recordkeeping 

requirements, Securities, Small 

business, Terrorism, Time. 

For the reasons set forth in 

SUPPLEMENTARY INFORMATION, FinCEN 

proposes to amend part 1010 of chapter 

X of title 31 of the Code of Federal 

Regulations, as amended September 30, 

2022, at 87 FR 59498, effective January 

1, 2024, as follows: 

PART 1010—GENERAL PROVISIONS 

■ 1. The authority citation for part 1010 

continues to read as follows: 

Authority: 12 U.S.C. 1829b and 1951–1959; 

31 U.S.C. 5311–5314 and 5316–5336; title III, 

sec. 314, Pub. L. 107–56, 115 Stat. 307; sec. 

2006, Pub. L. 114–41, 129 Stat. 458–459; sec. 

701, Pub. L. 114–74, 129 Stat. 599. 

■ 2. In § 1010.380, revise (a)(1)(i)–(ii) to 

read as follows: 

§ 1010.380 Reports of beneficial 

ownership information. 

(a) Reports required; timing of 

reports— 

(1) Initial report. Each reporting 

company shall file an initial report in 

the form and manner specified in 

paragraph (b) of this section as follows: 

(i) (A) Any domestic reporting 

company created on or after January 1, 

2024, and before January 1, 2025, shall 

file a report within 90 calendar days of 

the earlier of the date on which it 

receives actual notice that its creation 

has become effective or the date on 

which a secretary of state or similar 

office first provides public notice, such 

as through a publicly accessible registry, 

that the domestic reporting company 

has been created. 

(B) Any domestic reporting company 

created on or after January 1, 2025, shall 

file a report within 30 calendar days of 

the earlier of the date on which it 

receives actual notice that its creation 

has become effective or the date on 

which a secretary of state or similar 

office first provides public notice, such 

as through a publicly accessible registry, 

that the domestic reporting company 

has been created. 

(ii) (A) Any entity that becomes a 

foreign reporting company on or after 

January 1, 2024, and before January 1, 

2025, shall file a report within 90 

calendar days of the earlier of the date 

on which it receives actual notice that 

it has been registered to do business or 

the date on which a secretary of state or 

similar office first provides public 

notice, such as through a publicly 

accessible registry, that the foreign 

reporting company has been registered 

to do business. 

(B) Any entity that becomes a foreign 

reporting company on or after January 1, 

2025, shall file a report within 30 

calendar days of the earlier of the date 

on which it receives actual notice that 

it has been registered to do business or 

the date on which a secretary of state or 

similar office first provides public 

notice, such as through a publicly 

accessible registry, that the foreign 

reporting company has been registered 

to do business. 

Andrea M. Gacki, 

Director, Financial Crimes Enforcement 

Network. 

[FR Doc. 2023–21226 Filed 9–27–23; 8:45 am] 

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