Corporate Transparency Act’s Reporting Obligations Reinstated

On December 23, the Fifth Circuit Court of Appeals lifted the preliminary injunction in Texas Top Cop Shop, Inc. v. Garland (E.D. Tex.). The Court lifted the injunction pending appeal on the merits, leaving open the possibility that the injunction could be reinstated or vacated after a more fulsome appellate review. For now, however, reporting obligations under the Corporate Transparency Act (CTA) are now back in effect with certain extended deadlines. As a result, entities that are subject to the CTA must proceed with filing their Beneficial Ownership Report with the Financial Crimes Enforcement Network (FinCen), a bureau within the US Department of Treasury on or prior to the newly established deadlines set forth below.

To provide additional time to comply with the CTA’s reporting requirements, FinCEN has briefly extended the original January 1, 2025 filing deadline to Monday, January 13, 2025 ,and the CTA has also extended other filing deadlines as briefly outlined below.

Earlier in December, the United States District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc. granted a preliminary injunction enjoining FiCEN from enforcing the Corporate Transparency Act’s reporting requirements and staying its January 1, 2025 filing deadline. In connection with its appeal of that preliminary injunction, the government applied for a stay of the injunction pending its appeal. The Fifth Circuit granted that stay.

FinCEN Extension of Filing Deadlines

Recognizing that reporting companies may need additional time to comply given the duration of the district court’s preliminary injunction, FinCEN extended the deadline for filing a beneficial ownership information report under the Corporate Transparency Act from January 1, 2025 until January 13, 2025.

In addition, FinCEN provided the following additional filing relief and guidance.

• Companies created on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 now have until January 13, 2025 to file.
• Companies created 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.
• Companies that qualify for disaster relief having extended deadlines that fall beyond January 13, 2025 may still take advantage of the extended deadlines.
• Companies created on or after January 1, 2025 will have 30 days to file after receiving actual or public notice that their creation is effective.
• Members of the National Small Business Association (as of March 1, 2024) are not currently required to report their beneficial ownership information to FinCEN at this time because of the decision in National Small Business United v. Yellen.

As a result, the district court’s earlier preliminary injunction is NO LONGER IN EFFECT , and entities subject to the CTA should promptly proceed to beneficial ownership report (BOI Report) with FinCen prior to the applicable deadlines outlined above. 

Please see Stall Legal’s Corporate Update (August 2024) for additional information regarding the CTA, filing a BIOR and additional trusted resources regarding same.

If you have questions regarding CTA or other corporate governance matters, please call your lawyer at Stall Legal.