In response to the stay order, the government extended the CTA's January 1 filing deadline to January 13.
An appellate panel has stayed the nationwide injunction issued by a federal judge in Texas that halted enforcement of the Corporate Transparency Act (CTA).
Hours later, the U.S. Financial Crimes Enforcement Network (FinCEN) posted an alert on its website that said it would extend some of the law's filing deadlines because the government “recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect.” (See a full breakdown of the deadline extensions below.)
The ruling by the 5th Circuit Court of Appeals effectively reinstates a requirement for millions of companies formed or registered in the United States to file beneficial ownership information (BOI) reports.
"The government has made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality," the court stated in a brief per curiam order.
Background
As outlined in our previous comprehensive alert, the CTA took effect on January 1, 2024 and requires certain corporations, limited liability companies, limited partnerships and other entities formed or registered to do business in the U.S. and not otherwise exempt from the CTA’s filing requirements to disclose information about their beneficial owners to the U.S. Financial Crimes Enforcement Network (FinCEN) within specified filing deadlines.
For existing entities — those formed or registered before January 1, 2024 — the CTA’s implementing rules set a filing deadline of January 1, 2025. Entities formed or registered during calendar year 2024 are required to file within 90 days of the date of formation or registration, and entities formed or registered on or after January 1, 2025, are required to file within 30 days of formation or registration.
The Dec. 3, 2024 ruling in Texas Top Cop Shop, Inc. v. Garland put all enforcement of the law (including its filing deadlines) on hold. But the appellate court has now stayed the injunction and ordered an expedited appeal.
New Deadlines
In its alert, FinCEN announced new deadlines to accommodate entities that may have relied on the injunction.
The guidance addresses the variety of circumstances entitles may be facing:
- Reporting companies that were formed or registered in the United States prior to January 1, 2024, have until January 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 formed 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 beneficial ownership information reports with FinCEN.
- Reporting companies formed 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 beneficial ownership information 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 formed or registered in the U.S. on or after January 1, 2025, continue to be subject to FinCEN’s existing requirement to file their initial beneficial ownership information reports within 30 days after formation or registration.
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