CTA Reporting Obligations Back On: 5th Circuit Lifts Nationwide Injunction Barring Enforcement of Corporate Transparency Act. Some Jan. 1 Deadlines Extended To Jan. 13

The brief respite sparing business owners from the reporting requirements and deadlines established by the Corporate Transparency Act (CTA) is now over. On Dec. 23, 2024, the United States Court of Appeals for the 5^th Circuit granted the federal government’s request to stay the preliminary nationwide injunction issued on Dec. 3, 2024, that barred enforcement of the CTA and suspended all upcoming deadlines, including the Jan. 1, 2025 Beneficial Ownership Information (BOI) reporting deadline for companies formed before 2024.

In its order lifting the injunction pending the outcome of the government’s appeal in Texas Top Cop Shop, Inc., et al. v. Garland, et al., the appellate court said the U.S. Department of Justice “made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality.”

In response to the ruling, FinCEN issued a statement confirming that reporting companies are once again required to file beneficial ownership information with the agency.  However, recognizing “that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect,” FinCEN has extended BOI reporting deadlines as follows:

• Reporting companies that were created or registered prior to Jan. 1, 2024 have until Jan. 13, 2025 to file their initial beneficial ownership information reports with FinCEN. (These companies would otherwise have been required to report by Jan. 1, 2025.)
• Reporting companies created or registered in the United States on or after Sept. 4, 2024 that had a filing deadline between Dec. 3, 2024 and Dec. 23, 2024 have until Jan. 13, 2025 to file their initial beneficial ownership information reports with FinCEN.
• Reporting companies created or registered in the United States on or after Dec. 3, 2024 and on or before Dec. 23, 2024 have an additional 21 days from their original filing deadline to file their initial beneficial ownership information reports with FinCEN.
• Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond Jan. 13, 2025. These companies should abide by whichever deadline falls later.
• Reporting companies that are created or registered in the United States on or after Jan. 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

 

The bottom line is that if your business is a covered Reporting Company under the CTA and you have yet to file your BOI with FinCEN, you need to report your BOI before the applicable deadline set forth above.

If you have questions or concerns about your company’s obligations under the Corporate Transparency Act, please contact Dan McGlinn at Kreis Enderle.