On December 4, 2024, we provided an update regarding the preliminary injunction by a federal judge in Texas blocking nationwide enforcement of the Corporate Transparency Act (CTA).
Today, December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s emergency motion for a stay pending appeal. This means the preliminary injunction has been lifted pending appeal, and therefore, reporting companies are once again required to file beneficial ownership information (BOI) with FinCEN. The Fifth Circuit rejected the Plaintiffs-Appellees’ argument that lifting the district court’s injunction days before the compliance deadline would place an undue burden on them.
In response to the Fifth Circuit Court of Appeals decision, FinCEN publicly confirmed that reporting companies (except as indicated below) are once again required to file BOI with FinCEN, but granted relief by extending certain reporting deadlines as follows:
- Reporting companies that were created or registered in the United States prior to January 1, 2024, have until January 13, 2025, to file their initial BOI reports with FinCEN. (These companies would otherwise have been required to report by January 1, 2025.)
- Reporting companies created or registered in the United States on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, have until January 13, 2025, to file their initial BOI reports with FinCEN.
- Reporting companies created or registered in the United States on or after December 3, 2024, and on or before December 23, 2024, have an additional 21 days from their original filing deadline to file their initial BOI reports with FinCEN.
- Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 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 January 1, 2025, have 30 days to file their initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.
- As indicated in a FinCEN alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.) — namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024) — are not currently required to report their BOI to FinCEN at this time.
Reporting companies subject to the CTA should prepare to make any required filings by the extended deadlines stated above so that the filings will be timely unless, of course, the status of enforcement of the law changes again before the applicable deadline occurs. We intend to provide further updates for material changes to the situation as they unfold.