UPDATE: The nationwide preliminary injunction against the Corporate Transparency Act is back in effect as of Dec. 26, 2024. The Fifth Circuit Court of Appeals vacated its prior order lifting the injunction. The preliminary injunction will remain in effect until the Fifth Circuit rules on the merits of the appeal. Although oral argument is set for March 25, 2025, it is unclear how quickly thereafter a decision will be rendered. At the time of this update on Dec. 27, FinCEN had not commented yet on the Dec. 26 order. For more information, please see our latest legal alert Nationwide CTA Injunction Back in Effect Pending Fifth Circuit Appeal.
On Dec. 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 requirements are back in effect. Shortly after the ruling, FinCEN issued a clarifying press release extending the deadline for entities to file their CTA BOI reports:
- 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 January 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.
The full details of the additional reporting time are available on the FinCEN BOI homepage at https://www.fincen.gov/boi. The Fifth Circuit’s ruling means that, for the time being, all beneficial ownership reporting requirements are now back in effect with deadline extensions.
