The Corporate Transparency Act (“CTA”) is back in effect with new compliance deadlines. On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction blocking enforcement of the CTA. Under the CTA, most companies formed after January 1, 2024 were required to report their beneficial ownership information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”) by January 1, 2025. The District Court’s injunction temporarily prohibited FinCEN from enforcing the CTA’s reporting requirements.
On December 23, 2024, the Fifth Circuit Court of Appeals temporarily lifted the District Court’s injunction by granting the DOJ’s emergency motion for a temporary stay, allowing the reporting rules to take effect once again. As a result, companies that are obligated to report but have not yet done so are once again required to submit their BOI to FinCEN.
Considering the recent and numerous legal challenges to the CTA’s reporting requirements, FinCEN set extended reporting deadlines in its latest alert: “Updates to Beneficial Ownership Information Reporting Deadlines – Beneficial Ownership Information Reporting Requirements Now in Effect, with Deadline Extensions.” Here are the new deadlines you need to know:
- Companies formed before January 1, 2024 that had a filing deadline of January 1, 2025 now have until January 13, 2025 to submit their BOI reports.
- Companies created or registered on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 also have until January 13, 2025 to file their BOI reports.
- Companies created or registered on or after December 3, 2024, and on or before December 23, 2024, now have 21 extra days from their original filing deadline to submit their reports.
- Companies eligible for disaster relief may have an even later deadline, depending on their specific situation.
- Finally, companies formed on or after January 1, 2025, will have 30 days from the date they are officially created or registered to submit their BOI reports.
The new deadlines do not apply to the individuals named in the Texas lawsuit and members of the National Small Business Association.
The future of FinCEN’s BOI reporting requirements remains uncertain as legal challenges to the CTA continue to mount. However, as of December 23, 2024, full compliance with the reporting requirements is expected by the extended deadlines.
Fifth Circuit Court Rings in the New Year—Reinstates Block on Corporate Transparency Act
As 2024 ends, the Fifth Circuit Court of Appeals has once again halted the enforcement of the Corporate Transparency Act (“CTA”). Previously, we reported that the Fifth Circuit temporarily lifted a nationwide preliminary injunction blocking enforcement of the CTA’s requirement that most businesses formed after January 1, 2024 report their beneficial ownership information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”). At that time, FinCEN had announced extended deadlines for companies subject to reporting obligations.
On December 26, 2024, the Fifth Circuit issued an order vacating its prior decision that had lifted the injunction. This means the order issued by the U.S. District Court for the Eastern District of Texas, which temporarily halted the CTA’s BOI reporting requirements, is once again in effect. As a result, businesses are not required to file BOI reports with FinCEN while the injunction remains in place.
FinCEN issued an alert on December 27, 2024, confirming that the injunction remains in effect: “In light of a recent federal court order, reporting companies are not currently required to file beneficial ownership information with FinCEN and are not subject to liability if they fail to do so while the order remains in force. However, reporting companies may continue to voluntarily submit beneficial ownership information reports.”
This latest development is part of the ongoing legal challenges to the CTA, which continue to unfold in the case of Texas Top Cop Shop, Inc. v. Garland. Although the expectation to comply with BOI reporting requirements has been suspended, businesses should prepare for the possibility of a sudden reversal. If the injunction is lifted again, companies may only have a short window to file their BOI reports, even with the extended deadlines. Reporting companies who have not yet submitted their reports should be ready to comply on short notice, ensuring that all necessary filing data is collected and ready to disclose.
The attorneys at Goodman Allen Donnelly will continue to monitor the status of FinCEN’s BOI reporting requirements. Please contact Harrison Gibbs or Peter Mellette if you have any questions or would like assistance in navigating obligations to comply with the BOI reporting requirements. Please note that, absent company consent and additional information, we will not be filing reports on behalf of our clients.
