Earlier this month, we reported that the United States District Court for the Eastern District of Texas issued a nationwide preliminary injunction prohibiting the enforcement of the Corporate Transparency Act (CTA) and related regulations, including the requirement that entities formed or registered in the United States prior to 2024 file a Beneficial Ownership Information Report (BOIR) by January 1, 2025 unless they qualify for an exemption.
In what could only be considered a holiday gift to businesses across the country, on December 23rd, the United States Court of Appeals for the Fifth Circuit issued an order staying the District Court’s preliminary injunction, thereby reinstating all filing requirements under the CTA and its regulations. The plaintiffs in the case have already filed a petition for rehearing by the full court.
In the meantime, FinCEN has issued a statement extending certain deadlines for the filing of initial BOIRs to account for the fact that many companies may have paused their compliance efforts while the injunction was in effect. Unless an entity is exempt from filing or benefits from another exception or extension, the new deadlines are as follows:
- Any entity formed or first registered to do business in the United States prior to January 1, 2024 (and that still existed as of that date) must submit its initial BOIR to FinCEN by January 13, 2025 (resulting in a 12-day extension from the original January 1, 2025 deadline).
- Any entity that was formed or registered on or after September 4, 2024 that had a filing deadline while the injunction was in effect (between December 3, 2024 and December 23, 2024) also has until January 13, 2025 to file its initial BOIR.
- Any entity formed or registered between December 3, 2024 and December 23, 2024 will have an additional 21 days added to its original filing deadline to file its initial BOIR.
- Although FinCEN’s statement does not specifically reference entities formed or first registered in the U.S. between December 24, 2024 and December 31, 2024, pursuant to the original regulations, these entities will continue to have 90 days after formation or registration (as applicable) to file their initial BOIRs.
- Entities formed or first registered in the U.S. on or after January 1, 2025 will have 30 days to file their initial BOIRs, as specified in the original regulations.
Please see our client alert from last year for additional information about the filing requirements and the applicable exceptions.
