On December 23, 2024, the Fifth Circuit Court of Appeals (the "Fifth Circuit") lifted the preliminary injunction previously issued by the United States District Court for the Eastern District of Texas (Texas Top Cop Shop, Inc. et al. v. Garland) against the government's enforcement of the Corporate Transparency Act ("CTA"). As a result of this decision, reporting companies (generally, most U.S. entities and foreign entities registered to do business in the United States, subject to certain exceptions as discussed in our prior client alerts) must again file beneficial ownership information reports ("BOI Reports") under the CTA.
Shortly after the Fifth Circuit issued its ruling, the Financial Crimes Enforcement Network ("FinCEN") provided an update to its reporting guidelines, extending some deadlines to file BOI Reports. Specifically:
- 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.
- Generally, reporting companies that were created or registered in the United States between January 1, 2024, and December 31, 2024, must file their initial BOI Reports within 90 days of formation, except that:
- 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 (for more information on extended deadlines related to disaster relief, please see our prior client alert).
- Reporting companies that are created or registered in the United States on or after January 1, 2025, have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective (i.e., FinCEN did not provide any extensions for these reporting companies).
As a result of the Fifth Circuit's decision and FinCEN's guidance regarding the updated reporting deadlines, we recommend that reporting companies file their BOI Reports by the applicable deadlines, based on their formation dates.
