Federal Register / Vol. 88, No. 229 / Thursday, November 30, 2023 / Rules and Regulations 83499 

REGULATORY REVIEW—UPDATED TEN-YEAR SCHEDULE—Continued 

16 CFR part Topic Year to initiate review 

309 .............. Labeling Requirements for Alternative Fuels and Alternative Fueled Vehicles ................................... 2023. 

429 .............. Rule Concerning Cooling-Off Period for Sales Made at Homes or at Certain Other Locations .......... 2023. 

20 ................ Guides for the Rebuilt, Reconditioned, and Other Used Automobile Parts Industry ........................... 2024. 

240 .............. Guides for Advertising Allowances and Other Merchandising Payments and Services [Fred Meyer 

Guides].

2024. 

300 .............. Rules and Regulations under the Wool Products Labeling Act of 1939 .............................................. 2024. 

301 .............. Rules and Regulations under Fur Products Labeling Act .................................................................... 2024. 

303 .............. Rules and Regulations under the Textile Fiber Products Identification Act ......................................... 2024. 

424 .............. Retail Food Store Advertising and Marketing Practices [Unavailability Rule] ...................................... 2024. 

435 .............. Mail, Internet, or Telephone Order Merchandise .................................................................................. 2024. 

239 .............. Guides for the Advertising of Warranties and Guarantees ................................................................... 2025. 

254 .............. Guides for Private Vocational and Distance Education Schools .......................................................... 2025. 

305 .............. Energy Labeling Rule ............................................................................................................................ 2025. 

306 .............. Automotive Fuel Ratings, Certification and Posting ............................................................................. 2025. 

444 .............. Credit Practices ..................................................................................................................................... 2025. 

500 .............. Regulations under Section 4 of the Fair Packaging and Labeling Act ................................................. 2025. 

501 .............. Exemptions from Requirements and Prohibitions under Part 500 ....................................................... 2025. 

502 .............. Regulations under Section 5(c) of the Fair Packaging and Labeling Act ............................................ 2025. 

503 .............. Statements of General Policy or Interpretation [under the Fair Packaging and Labeling Act] ............ 2025. 

700 .............. Interpretations of Magnuson-Moss Warranty Act ................................................................................. 2025. 

701 .............. Disclosure of Written Consumer Product Warranty Terms and Conditions ......................................... 2025. 

702 .............. Pre-Sale Availability of Written Warranty Terms .................................................................................. 2025. 

703 .............. Informal Dispute Settlement Procedures .............................................................................................. 2025. 

304 .............. Rules and Regulations under the Hobby Protection Act ...................................................................... 2026. 

455 .............. Used Motor Vehicle Trade Regulation Rule ......................................................................................... 2026. 

233 .............. Guides Against Deceptive Pricing ......................................................................................................... 2027. 

238 .............. Guides Against Bait Advertising ............................................................................................................ 2027. 

251 .............. Guide Concerning Use of the Word ‘‘Free’’ and Similar Representations ........................................... 2027. 

259 .............. Guide Concerning Fuel Economy Advertising for New Automobiles ................................................... 2027. 

682 .............. Disposal of Consumer Report Information and Records ...................................................................... 2027. 

23 ................ Guides for the Jewelry, Precious Metals, and Pewter Industries ......................................................... 2028. 

311 .............. Test Procedures and Labeling Standards for Recycled Oil ................................................................. 2028. 

460 .............. Labeling and Advertising of Home Insulation ....................................................................................... 2028. 

316 .............. CAN–SPAM Rule .................................................................................................................................. 2029. 

433 .............. Preservation of Consumers’ Claims and Defenses [Holder in Due Course Rule] ............................... 2029.

315 .............. Contact Lens Rule ................................................................................................................................. 2030. 

313 .............. Privacy of Consumer Financial Information .......................................................................................... 2031. 

317 .............. Prohibition of Energy Market Manipulation Rule .................................................................................. 2031. 

323 .............. Made in USA Labeling .......................................................................................................................... 2031. 

640 .............. Duties of Creditors Regarding Risk Based Pricing ............................................................................... 2031. 

641 .............. Duties of Users of Consumer Reports Regarding Address Discrepancies .......................................... 2031. 

642 .............. Prescreen Opt-Out Notice ..................................................................................................................... 2031. 

660 .............. Duties of Furnishers of Information to Consumer Reporting Agencies ................................................ 2031. 

680 .............. Affiliate Marketing .................................................................................................................................. 2031. 

698 .............. Model Forms and Disclosures .............................................................................................................. 2031. 

255 .............. Guides Concerning Use of Endorsements and Testimonials in Advertising ........................................ 2033. 

308 .............. Trade Regulation Rule Pursuant to the Telephone Disclosure and Dispute Resolution Act of 1992 

[Pay Per Call Rule].

2033. 

423 .............. Care Labeling of Textile Wearing Apparel and Certain Piece Goods .................................................. 2033. 

[FR Doc. 2023–26064 Filed 11–29–23; 8:45 am] 

BILLING CODE 6750–01–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: Final rule. 

SUMMARY: FinCEN is amending the 

beneficial ownership information (BOI) 

reporting rule (the ‘‘Reporting Rule’’) to 

extend the filing deadline for certain 

BOI reports. Under the Reporting Rule 

prior to this amendment, entities 

created or registered on or after the 

rule’s effective date of January 1, 2024, 

had to file initial BOI reports with 

FinCEN within 30 calendar days of 

notice of their creation or registration. 

This amendment extends that filing 

deadline from 30 calendar days to 90 

calendar 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, 

will continue to have 30 calendar days 

to file their BOI reports with FinCEN. 

DATES: This rule is effective January 1, 

2024. 

FOR FURTHER INFORMATION CONTACT: The 

FinCEN Regulatory Support Section at 

1–800–767–2825 or electronically at 

frc@fincen.gov. 

SUPPLEMENTARY INFORMATION: 


khammond on DSKJM1Z7X2PROD with RULES
83500 Federal Register / Vol. 88, No. 229 / Thursday, November 30, 2023 / Rules and Regulations 

1U.S. Department of the Treasury (Treasury), 

FinCEN, Beneficial Ownership Information 

Reporting Requirements, 87 FR 59498 (September 

30, 2022). 

2The Reporting Rule is the first in a series of 

rulemakings to implement the Corporate 

Transparency Act (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 (January 1, 2021) 

(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 supra footnote 1, at 59498–99. 

5CTA, Section 6402 (January 1, 2021). 

6 Id. 

7Reporting Rule, 31 CFR 1010.380(a)(iii). 

8 Id. at 1010.380(a)(i)–(ii). 

9 Id. at 1010.380(a)(ii). 

10Treasury, FinCEN, Beneficial Ownership 

Information Reporting Deadline Extension for 

Reporting Companies Created or Registered in 2024, 

Proposed Rule, 88 FR 66730 (September 28, 2023). 

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,’’ 31 U.S.C. 5336(b)(1)(C), 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. See CTA, Section 6402(8). 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 noted here. 

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. 

I. Introduction 

In this final rule, FinCEN is amending 

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. The 

Reporting Rule had required such 

entities to file initial BOI reports with 

FinCEN within 30 calendar days of 

notice of their creation or registration. 

This final rule extends that filing 

deadline to 90 calendar days for entities 

created or registered on or after January 

1, 2024, and before January 1, 2025. The 

extension will 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, will continue 

to have 30 calendar days from notice of 

their creation or registration to file their 

BOI reports with FinCEN. 

II. Background 

A. The Reporting Rule 

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

For domestic or foreign reporting 

companies created or registered to do 

business in the United States before the 

rule’s effective date of January 1, 2024, 

the Reporting Rule requires that they 

file initial BOI reports with FinCEN by 

January 1, 2025.7 Prior to the 

amendment of this final rule, a reporting 

company created or registered on or 

after January 1, 2024, however, would 

have been required to file its initial BOI 

report within 30 calendar days of the 

earlier of the date on which it receives 

actual notice or public notice that it has 

been created or registered.8 The 

Reporting Rule requires reporting 

companies created on or after January 1, 

2024, to report to FinCEN information 

about themselves, as well as information 

about two categories of individuals: (1) 

their beneficial owners; and (2) their 

company applicants, who are the 

individuals who filed a document to 

create the reporting company or 

registered it to do business.9

B. The Reporting Deadline Extension 

NPRM 

On September 28, 2023, FinCEN 

published a notice of proposed 

rulemaking that would amend the 

Reporting Rule by extending the period 

for certain reporting companies to file 

initial BOI reports (the ‘‘Reporting 

Extension NPRM’’).10 Under this 

proposed amendment, reporting 

companies created or registered on or 

after January 1, 2024, and before January 

1, 2025, would have 90 calendar days to 

submit their initial BOI reports, instead 

of 30 calendar days. Reporting 

companies created or registered on or 

after January 1, 2025, would continue to 

be required to submit their initial BOI 

reports within 30 calendar days. 

FinCEN proposed the extension based 

on comments from trade associations, 

non-profits, and other key stakeholder 

organizations. As explained in the 

Reporting Extension NPRM, extending 

the deadline for reporting companies 

created or registered on or after January 

1, 2024, and before January 1, 2025, 

would give those entities additional 

time to: (1) understand and comply with 

the Reporting Rule; (2) obtain the 

information necessary to complete their 

initial BOI reports; and (3) resolve 

questions that may arise in the process 

of completing the initial BOI reports.11

The Reporting Extension NPRM also 

explained that the Reporting Rule 

establishes a legal regime that is entirely 

new to the United States, and the NPRM 

explained that FinCEN assessed that 

entrepreneurs and their service 

providers that create or register new 

business entities in the United States 

need additional time to learn about the 

Reporting Rule’s requirements during 

the first year in which this regulation is 

effective. 

In response to the Reporting 

Extension NPRM, FinCEN received 50 

comments. Submissions came from a 

variety of corporate organization 

professionals, small business owners, 

trade groups, and individual members 

of the public. Many of these 

commenters supported FinCEN’s 

proposed rule. Other commenters, while 

supportive of the intent behind the 

proposed rule, suggested alternative 

reporting deadlines such as 120 days 

after reporting companies are created or 

registered. Numerous commenters 

wanted FinCEN to apply the 90-day 

timeframe to all entities created or 

registered on or after January 1, 2024, 

not just those created or registered 

before January 1, 2025. Still other 

commenters suggested aligning the BOI 

reporting deadline with a reporting 

company’s tax filing deadline. One 

comment was critical of the proposed 

rule, claiming that the proposal did not 

offer sufficient relief to reporting 

companies. Lastly, FinCEN received 

comments on several topics that were 

not relevant to the Reporting Extension 

NPRM, and which FinCEN has 

addressed or will address in other CTArelated rulemakings or guidance. 

III. Discussion of Comments Received 

A. Support for the 90-Day Reporting 

Extension 

Comments Received. A majority of the 

commenters agreed with the proposed 

rule’s extended deadline and 

encouraged FinCEN to promulgate the 

rule as written. Generally, these 

comments stressed the importance for 


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Federal Register / Vol. 88, No. 229 / Thursday, November 30, 2023 / Rules and Regulations 83501 

12Some comments discussed the merits of an 

extended reporting deadline without reference to 

the January 1, 2025, endpoint that FinCEN 

proposed. FinCEN understands these comments to 

be effectively in favor of a permanent alteration of 

reporting deadline to 90 calendar days for all new 

reporting companies, regardless of when created or 

registered, and addresses those comments in section 

III.C. 

small businesses to receive additional 

time to comply with the BOI filing 

deadline. One commenter observed that 

small businesses have a ‘‘myriad of 

administrative tasks’’ and opined that 

entities would feel rushed when 

attempting to comply with the original 

BOI filing deadline of 30 calendar days. 

This sentiment was echoed by another 

commenter who noted that new entities 

must typically gather numerous 

documents in coordination with other 

parties, such as attorneys, and that the 

original 30-day filing deadline would be 

‘‘stressful.’’ This commenter argued that 

the 90-day extension would reduce the 

number of entities that would later have 

to file corrective reports, and 

consequently reduce the overall amount 

of paperwork and expenses associated 

with filing. Further, one commenter 

noted that entity formation can take 

longer than 30 days as other 

governmental entities may require 

greater than 30 days to ‘‘process’’ 

entities’ respective registration 

applications. 

A commenter noted that the proposed 

extension would give attorneys and 

others providing filing assistance to 

reporting companies more time to 

understand BOI reporting requirements. 

One commenter noted that an extension 

to this deadline would lighten entities’ 

initial regulatory burden. 

Commenters also argued that the 

extension will give FinCEN additional 

time to implement the BOI regulations. 

One commenter opined that this 

proposed extension would give FinCEN 

additional time so as not to be 

‘‘overwhelmed’’ with new reports, while 

another commenter stated that the 

additional time would allow FinCEN to 

publish frequently asked questions 

(FAQs) or related guidance. One 

commenter suggested that an extension 

would reduce non-compliance and 

potential penalties. No commenters 

explicitly opposed extending the 

deadline, though as discussed below in 

Section III.B, one commenter was 

critical of the proposed rule for not 

offering sufficient relief to reporting 

companies. 

Final Rule. FinCEN has carefully 

considered commenters’ views and 

agrees that extending the reporting 

deadline for reporting companies 

created or registered on January 1, 2024, 

and before January 1, 2025, will help 

such companies to become aware of 

their reporting obligations and submit 

BOI reports to FinCEN. FinCEN 

therefore adopts the rule as proposed 

and extends the deadline for these 

reporting companies from 30 to 90 

calendar days. 

B. Alternatives to the 90-Day Reporting 

Extension 

Comments Received. Numerous 

commenters, while in favor of extending 

the initial filing deadline for reporting 

companies created or registered on or 

after January 1, 2024, and before January 

1, 2025, argued for making the deadline 

more than 90 calendar days after 

creation or registration or, alternatively, 

for an initial BOI report filing deadline 

aligned to tax filing deadlines. These 

commenters generally did not 

distinguish between entities created or 

registered in the first year of the new 

reporting requirement (on or after 

January 1, 2024, and before January 1, 

2025), and new entities generally. One 

commenter argued that with January 1, 

2024, quickly approaching and FinCEN 

having provided relatively little 

guidance (in the commenter’s opinion), 

all new entities should be given 120 

days to file their initial BOI reports. The 

commenter stated that a 120-day 

timeframe would promote greater 

accuracy in information submitted to 

FinCEN. Another commenter suggested 

the deadline be either 90 days or 

‘‘within the calendar year,’’ whichever 

was longer. The commenter argued that 

this flexibility would help certified 

public accountants (CPAs), who might 

only discover a reporting company’s 

BOI reporting obligation at tax time. 

A trade organization representing 

CPAs was critical of the extension 

because it found the 90-day timeline to 

be inadequate. This commenter argued 

for an initial filing deadline of one year 

from creation or registration. The 

commenter cited various concerns, such 

as the need for greater awareness of the 

reporting requirements among small 

businesses and the potential for these 

businesses facing penalties for noncompliance. 

Similarly, multiple commenters 

argued that all new reporting 

companies’ deadlines should be either 

90 days or the income tax return 

deadline specifically, whichever was 

longer. These commenters argued that 

new businesses, and in particular small 

businesses, rely upon CPAs to assist 

with filing income tax returns. To this 

point, three commenters echoed others’ 

sentiments in stating that individuals 

often make CPAs aware of new 

businesses having been created when 

seeking assistance with tax return 

filings. Therefore, the commenters 

argued that a deadline based upon the 

tax return deadline would allow CPAs 

to assist with both tax return filings and 

BOI filings at the same time. 

Final Rule. FinCEN has carefully 

considered each comment supporting an 

extension greater than 90 calendar days, 

or a deadline to be aligned with IRS tax 

return filing deadlines, but declines to 

adopt these changes to the proposed 

rule. FinCEN believes the additional 

published guidance, the availability of 

the contact center FinCEN is preparing 

that will allow members of the public to 

contact FinCEN with questions 

concerning BOI reporting, and the 90- 

day timeframe will provide members of 

the general public with sufficient time, 

awareness, and opportunity to consult 

third parties (such as CPAs or attorneys) 

as the BOI regulatory framework is first 

implemented. It will also provide both 

those third parties and the general 

public with guidance and other 

information to assist in providing advice 

and making decisions. FinCEN further 

declines to extend the deadline to the 

longer of 90 days or the ‘‘end of the 

year.’’ 12 This arrangement would allow 

a reporting company created or 

registered in January to wait until 

December 31 of the same year to file its 

initial BOI report, while a reporting 

company created or registered at or near 

the end of September of that same year 

would be required to file within 90 

days. Such disparate treatment of 

similarly situated reporting companies 

is unwarranted and would not address 

any difficulties caused by a novel 

reporting requirement more effectively 

than the filing extension that FinCEN 

proposed. 

FinCEN also declines to align its filing 

deadline for initial BOI reports to 

income tax return deadlines. Were 

FinCEN to align the initial BOI report 

deadline to the income tax return filing 

deadline, some reporting companies 

could file their BOI reports many 

months, and even the following year, 

after they have been created or 

registered. This would create significant 

discrepancies between the filing time 

allotted to otherwise similarly situated 

reporting companies. In addition, such 

a delay would mean that filed 

information about new reporting 

companies would be significantly out of 

date for the entire period from January 

1, 2024, until after the 2025 tax filing 

season, which would not align with the 

CTA’s mandate to ‘‘collect information 

in a form and manner that is reasonably 

designed to generate a database that is 

highly useful to national security, 


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83502 Federal Register / Vol. 88, No. 229 / Thursday, November 30, 2023 / Rules and Regulations 

13CTA, Section 6402(8)(C). 

14CTA, Section 6402(8)(C). 

15The plain language of the CTA requires 

reporting companies formed or registered after the 

effective date of the Reporting Rule to file their BOI 

reports with FinCEN ‘‘at the time of formation or 

registration.’’ See 31 U.S.C. 5336(b)(1)(C). As 

discussed above, FinCEN is using its exemptive 

authority under 31 U.S.C. 5318(a)(7) to extend this 

deadline to 90 days temporarily. See supra footnote 

12. By not maintaining this extension any longer 

than necessary to provide relief, however, this final 

rule better aligns FinCEN’s BOI reporting 

regulations with the overall statutory scheme. 

16 31 U.S.C. 5336(b)(1)(C). 

intelligence, and law enforcement 

agencies and Federal functional 

regulators.’’ 13 Preserving the utility of 

the database to the greatest extent 

possible dictates that an extension of the 

filing deadline should be only as long as 

needed to provide meaningful relief in 

the first year that the BOI reporting 

framework is in effect. 

C. The Timeframe To File for Entities 

Created or Registered After 2024 

Comments Received. Some 

commenters urged FinCEN to apply the 

90-day BOI reporting deadline extension 

to all reporting companies created or 

formed on or after January 1, 2024, 

instead of limiting the 90-day extension 

to only those new entities created in 

calendar year 2024. One commenter 

argued that the 90-day extension should 

apply to all reporting companies created 

or formed on or after January 1, 2024, 

because law firms and corporate 

formation services will find it 

burdensome to create systems for a 90- 

day BOI reporting timeframe in 2024 

and then have to change their systems 

in 2025 to account for the 30-day 

timeline. Other commenters cited the 

logic in the preamble to the Reporting 

Extension NPRM as supportive of 

extending the 90-day extension beyond 

2024. These commenters noted the 

rationale behind the proposed rule, 

including the need to give reporting 

companies additional time to 

understand their obligations under the 

Reporting Rule and obtain the 

information required under the rule 

during the first year the Reporting Rule 

is effective. The reasons FinCEN 

provided for giving reporting companies 

more time in 2024 would also justify 

giving reporting companies more time 

in the years beyond 2024, according to 

these commenters. 

Final Rule. FinCEN has carefully 

considered commenters’ arguments to 

make the 90-day reporting extension 

permanent, but FinCEN is declining to 

adopt this change to the Reporting Rule. 

FinCEN believes that new reporting 

companies that are created or registered 

in 2024 will be in a different position 

than those reporting companies created 

or registered in and after 2025, because 

2024 is the first year in which the 

Reporting Rule is effective. The 

Reporting Rule creates an entirely new 

legal framework for newly formed or 

registered companies in the United 

States. It is particularly important for 

companies and company-formation 

advisers to have additional time to 

understand the new requirements and 

learn how to comply with them when 

the framework is new. After 2024, 

however, FinCEN believes that the 

public will be more familiar with this 

new regime as a result of FinCEN’s 

outreach and educational efforts, which 

will continue throughout 2024. 

Consequently, after 2024, newly created 

or registered reporting companies will 

have greater awareness of the Reporting 

Rule’s requirements, and they will be in 

a better position to comply with the 

requirements within the 30-day timeline 

set out in the Reporting Rule than they 

would have been in 2024. 

FinCEN recognizes commenters’ 

concerns that the 30-day timeframe for 

filing BOI reports after 2024 may pose 

difficulties because many small 

businesses do not employ lawyers or 

other corporate service providers and 

therefore may not learn about the 

Reporting Rule and associated BOI 

reporting requirement within a 30-day 

timeframe. FinCEN is taking into 

account these concerns as it implements 

its outreach strategy, in particular by 

planning for its outreach and 

educational efforts to reach the general 

public, not only service providers. 

FinCEN expects the public to become 

increasingly aware of the BOI reporting 

requirements as 2024 progresses, and in 

the coming years FinCEN will build 

upon its existing efforts to educate 

entrepreneurs who start new reporting 

companies. 

Further, while following the CTA’s 

directive to minimize burdens on 

reporting companies to the greatest 

extent practicable, which this final rule 

aims to do, FinCEN must also satisfy the 

CTA’s requirement that the BOI 

database must be ‘‘highly useful’’ in 

facilitating national security, 

intelligence, and law enforcement 

activities.14 To be ‘‘highly useful,’’ the 

database must be reasonably up-to-date 

and accurate, and FinCEN believes that 

the Reporting Rule’s 30-day timeframe 

for filing BOI reports to FinCEN will 

help achieve this goal. FinCEN gives 

weight to commenters’ concerns that 

new reporting companies have many 

challenges to grapple with in their first 

few months of operation. However, 

FinCEN does not believe these concerns 

warrant a permanent departure from the 

prompt BOI reporting regime specified 

by Congress.15

Considering the balance that FinCEN 

must strike among reducing burdens on 

reporting companies, making the BOI 

database highly useful, and complying 

with the directive set out in the CTA 

that companies must report BOI ‘‘at the 

time of formation or registration,’’ 16

FinCEN believes that the 30-day 

timeframe is appropriate for reporting 

companies that come into existence or 

are registered after 2024. FinCEN makes 

this determination based on the 

information currently available, 

including the comments it received in 

response to the Reporting Extension 

NPRM, which focused primarily on 

reducing burdens to reporting 

companies. During the first few years of 

the implementation of the Reporting 

Rule, FinCEN will monitor compliance 

with the BOI reporting deadlines and 

will consider whether any adjustments 

to the permanent reporting timeframe 

for newly created or registered reporting 

companies are warranted. 

D. Other Issues Raised by Commenters 

Commenters also discussed a number 

of issues that were not relevant to the 

Reporting Extension NPRM, such as the 

timeframe for updating or correcting 

BOI reports, access to FinCEN’s BOI 

database, the FinCEN identifier, and 

other matters. Some of the issues raised 

by these commenters have been or will 

be dealt with in separate FinCEN 

rulemakings that implement the CTA, 

while other issues are addressed in 

guidance. Comments on issues that go 

beyond the scope of this final rule are 

briefly discussed here. 

Comments Received. A number of 

comments addressed issues that FinCEN 

raised, received comments on, and 

made final determinations about in the 

course of proposing and finalizing the 

Reporting Rule. Several commenters 

requested that FinCEN extend the 

timeframe that reporting companies 

have to update or correct their BOI 

reports. These commenters claimed that 

reporting companies need more than the 

30 calendar days that the Reporting Rule 

provided for them to update or correct 

BOI reports. One commenter requested 

clarification on what it means for 

reporting companies to be ‘‘created’’ for 

purposes of knowing when to begin the 

90-day window within which reporting 

companies created or formed in 2024 

must file their BOI reports with FinCEN. 

Another commenter claimed that as 

important as the 90-day extension in the 

NPRM is, equally important for FinCEN 


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Federal Register / Vol. 88, No. 229 / Thursday, November 30, 2023 / Rules and Regulations 83503 

17Treasury, FinCEN, Customer Due Diligence 

Requirements for Financial Institutions, 81 FR 

29398 (May 11, 2016). 

18Treasury, FinCEN, Beneficial Ownership 

Information Access and Safeguards, and Use of 

FinCEN Identifiers for Entities, Proposed Rule, 87 

FR 77404 (December 16, 2022). 

19Reporting Rule, 31 CFR 1010.380(a)(i)–(ii). 

20See CTA, Section 6304(d). 

21The 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. 

22See Treasury, FinCEN, Beneficial Ownership 

Reporting Requirements, 87 FR 59549–59591 

(December 8, 2021). 

23 Id. 

to consider is making FinCEN’s 

electronic filing system available to 

corporate formation service providers 

prior to January 1, 2024, so that they are 

prepared to quickly assist newly created 

reporting companies in filing their BOI 

reports. Other commenters emphasized 

the need for FinCEN to conduct 

additional outreach so that small 

businesses, trade associations, and 

professional service providers are aware 

of the requirements of the Reporting 

Rule. One commenter argued that the 

Reporting Rule’s estimate of the costs 

that reporting companies will incur in 

complying with the rule is inaccurate 

since these companies will need to 

monitor changes that would require 

updates to their initial BOI report, and 

they will often incur costs associated 

with professional services hired to 

understand the reporting requirements. 

Other comments that addressed issues 

that went beyond the scope of the 

Reporting Extension NPRM are more 

relevant to ongoing FinCEN regulations 

and guidance related to the CTA. For 

example, one commenter asked FinCEN 

to clarify, among other things, how 

financial institutions will access the 

FinCEN BOI database, how financial 

institutions should obtain customer 

consent to request BOI from the 

database, how these institutions should 

approach discrepancies between BOI 

found in the database and BOI obtained 

directly from customers pursuant to the 

final rule on customer due diligence 

obligations that FinCEN published in 

2016 (the ‘‘2016 CDD Rule’’).17 Other 

commenters had additional questions 

regarding how financial institutions 

should reconcile their existing CDD 

obligations with the Reporting Rule and 

the proposed requirements under the 

proposed rule that FinCEN issued on 

December 16, 2022, concerning access 

to BOI and safeguards for protecting BOI 

(the ‘‘Access NPRM’’).18

Final Rule. FinCEN has reviewed the 

comments on issues that are not 

relevant to the Reporting Extension 

NPRM and is not adopting changes to 

this final rule as a result of these 

comments. However, FinCEN is 

responding to several of the comments 

in order to provide clarification on 

certain issues. 

First, as for questions about the 

meaning of when a reporting company 

is deemed to be ‘‘created’’ in order to set 

the 90-day timeframe for reporting BOI 

by reporting companies created or 

formed in 2024, the Reporting Extension 

NPRM did not propose to alter the 

approach that FinCEN took in the 

Reporting Rule. Under the Reporting 

Rule, a domestic or foreign reporting 

company is ‘‘created’’ or ‘‘registered’’ 

when it receives actual notice or 

constructive (public) notice, whichever 

is earlier, that the company has been 

created or registered.19 This remains 

unchanged. 

Second, FinCEN considers that a 

distinction needs to be made between 

providing additional time for reporting 

companies to file their initial BOI 

reports, and providing additional time 

for them to update or correct those 

reports. 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 their initial BOI reports is 

appropriate because of the need to give 

these companies additional time to 

become aware of the Reporting Rule, 

collect BOI and company applicant 

information, and file their initial reports 

during the first year that the Reporting 

Rule is effective. But as reporting 

companies and third party service 

providers become aware of the 

Reporting Rule and file their initial BOI 

reports, FinCEN believes they will also 

have time to review the rules 

concerning updates and corrections to 

these reports and to file updates or 

corrections with FinCEN, or assist in 

such filings, as appropriate. Thus, no 

extension of the deadline to update and 

correct BOI reports is necessary. 

Finally, as for comments concerning 

access to the BOI database, including 

how financial institutions should obtain 

customer consent in order to access the 

database, these issues are the topic of 

the Access NPRM and the forthcoming 

final rule on beneficial ownership 

access and safeguards. Similarly, issues 

raised by one commenter concerning 

discrepancies between BOI financial 

institutions obtain directly from 

customers and BOI obtained from the 

FinCEN database will be addressed in a 

future rulemaking on revisions to the 

2016 CDD Rule required by the CTA.20

FinCEN is declining to address any 

other issues raised by commenters to the 

proposed rule that are not strictly 

within the scope of the Reporting 

Extension NPRM. 

IV. Regulatory Analysis 

FinCEN has analyzed the final rule as 

required under Executive Orders 12866, 

13563, and 14094; the Regulatory 

Flexibility Act; the Unfunded Mandates 

Reform Act; and the Paperwork 

Reduction Act. This 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 final rule would not 

have a significant economic impact on 

a substantial number of small entities. 

FinCEN has assessed that the rule 

would result in no additional costs to 

small businesses. Furthermore, pursuant 

to the Unfunded Mandates Reform Act, 

FinCEN has concluded that the final 

rule would not result in an expenditure 

of $177 million or more annually by 

state, local, and Tribal governments or 

by the private sector.21 FinCEN does not 

estimate any burden, as defined by the 

Paperwork Reduction Act, associated 

with the final 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.22 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.23 FinCEN’s analysis in 

the final Reporting Rule would not be 

changed by the extension of the 

reporting timeline for new reporting 

companies created or registered in 2024 

from 30 calendar days to 90 calendar 

days. 

FinCEN acknowledges that this 90- 

day reporting timeframe 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 


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83504 Federal Register / Vol. 88, No. 229 / Thursday, November 30, 2023 / Rules and Regulations 

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 the final rule. 

Furthermore, FinCEN notes that the 

change in the reporting timeline for 

reporting companies created or 

registered in 2024 would likely have 

multiple benefits. As discussed in 

Section III.A above, FinCEN received 

many comments in response to the 

NPRM that supported the reporting 

deadline extension and agreed with 

FinCEN’s view that the extension would 

benefit reporting companies. These 

benefits include additional time for 

these 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. 

V. Effective Date 

This final rule will be effective 

January 1, 2024, the same date as the 

Reporting Rule it is amending but 

potentially fewer than 30 days after this 

rule’s publication in the Federal 

Register. Under 5 U.S.C. 553(d) of the 

Administrative Procedure Act (APA), a 

30-day delayed effective date is 

required, except for ‘‘(1) substantive 

rules which grant or recognize an 

exemption or relieve a restriction; (2) 

interpretative rules and statements of 

policy; or (3) as otherwise provided by 

the agency for good cause found and 

published with the rule.’’ A delayed 

effective date of fewer than 30 days for 

this rule is authorized under both 5 

U.S.C. 553(d)(1) and 553(d)(3). 

First, this rule grants an exemption 

and relieves a restriction by extending 

the reporting deadline for certain 

entities to 90 calendar days, relieving 

these entities from the shorter 30-day 

filing deadline under the Reporting 

Rule. Thus, it may be effective without 

a 30-day delay under 5 U.S.C. 553(d)(1). 

Second, FinCEN finds good cause 

under 5 U.S.C. 553(d)(3) to make this 

rule effective on January 1, 2024, 

because a 30-day delayed effective date 

is unnecessary. The purpose of the 30- 

day delayed effective date is to ‘‘give 

affected parties a reasonable time to 

adjust their behavior before the final 

rule takes effect.’’ Omnipoint Corp. v. 

Fed. Commc’n Comm’n, 78 F.3d 620, 

630 (D.C. Cir. 1996). The parties affected 

by this rule, however, do not need time 

to adjust their behavior because the rule 

does not impose any new obligations on 

them; to the contrary, this rule gives 

affected parties additional time to adjust 

their behavior to the requirements of the 

Reporting Rule. 

List of Subjects in 31 CFR Parts 1010 

Administrative practice and 

procedure, Aliens, Authority 

delegations (Government agencies), 

Banks and banking, Brokers, Business 

and industry, Citizenship and 

naturalization, Commodity futures, 

Currency, Electronic filing, Federal 

savings associations, Federal-States 

relations, Foreign persons, Holding 

companies, Indians, Indian-law, 

Indians-tribal government, Insurance 

companies, Investigations, Investment 

advisers, Investment companies, Law 

enforcement, Penalties, Reporting and 

recordkeeping requirements, Securities, 

Small business, Terrorism, Time. 

Authority and Issuance 

For the reasons set forth in the 

preamble, the U.S. Department of the 

Treasury and Financial Crimes 

Enforcement Network amend 31 CFR 

part 1010 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 paragraphs 

(a)(1)(i) and (ii) to read as follows: 

§ 1010.380 Reports of beneficial 

ownership information. 

(a) * * * 

(1) * * * 

(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. 2023–26399 Filed 11–29–23; 8:45 am] 

BILLING CODE P 

SELECTIVE SERVICE SYSTEM 

32 CFR Part 1665 

RIN 3240–AA04 

Social Security Number Fraud 

Prevention Act of 2017 

Implementation; Correction 

AGENCY: United States Selective Service 

System. 

ACTION: Final rule; request for 

comments; correction. 

SUMMARY: This document makes a 

technical correction in the preamble to 

a rule entitled Social Security Number 

Fraud Prevention Act of 2017 

Implementation, which the Selective 

Service System published in the Federal 

Register of November 16, 2023. This 

notification corrects the effective date of 

the final rule. 

DATES: This correction is effective 

November 29, 2023. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Kelly Cramer, Selective Service System, 

Office of the General Counsel, 703–605– 

4069, kcramer@sss.gov. 

SUPPLEMENTARY INFORMATION: 

Correction 

In the Federal Register of November 

16, 2023, starting on page 78639 in FR 

Doc 2023–25036, make the following 

corrections: 


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