On December 23, 2024, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit issued an order in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al. staying the nationwide preliminary injunction issued earlier in the month by a district court in Texas enjoining enforcement of the Corporate Transparency Act (CTA).
This decision effectively reinstates the CTA and its reporting requirements, which had been temporarily halted.
Following the ruling, the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) issued guidance(goes to new website) confirming that Reporting Companies are once again required to file beneficial ownership information (CTA Report). To address the disruption caused by the injunction, FinCEN extended the following filing deadlines:
- Reporting Companies that were created or registered in the United States prior to January 1, 2024: The deadline to file initial CTA Reports with FinCEN has been extended to January 13, 2025 (previously 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: These Reporting Companies have until January 13, 2025 to file their initial CTA Report with FinCEN.
- Reporting Companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024: These Reporting Companies have an additional 21 days from their original filing deadline to file their initial CTA Reports with FinCEN.
The following compliance deadlines remain unchanged:
- Reporting Companies created or registered on or after January 1, 2025: These Reporting Companies have 30 days to file their initial CTA Reports with FinCEN.
- Updated Reports: Reporting Companies that have already filed initial CTA Reports with FinCEN must submit updates within 30 days of any change to the previously reported information.
On December 24, 2024, the plaintiffs in Texas Top Cop Shop filed an emergency petition with the Fifth Circuit for en banc review (review by the entire Fifth Circuit) of the three-judge panel’s decision to stay the lower court’s injunction. The plaintiffs have requested a ruling by January 6, 2025, which is one week before the extended compliance deadline for certain Reporting Companies.
This case continues to evolve, and further changes to the CTA’s enforcement may occur. Kerr Russell will continue to monitor developments and will provide material updates as they become available.
