The Corporate Transparency Act – An End of 2024 Present for Those Who Haven’t Yet Filed

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.

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.