January 2, 2025

Fifth Circuit dissolves CTA injunction; FinCEN extends filing deadline

Elizabeth (Liz) Boison, Julia Diaz, Nicki Ghazarian-Foye, Bradley Kulman, Sara Lenet, Sean Marotta, Karen Scanna, Nathan Truong

Hogan Lovells

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On December 23, 2024, the Fifth Circuit Court of Appeals dissolved a district court injunction that had stayed the January 1, 2025 deadline for compliance with the Corporate Transparency Act (“CTA”). Therefore, the Fifth Circuit's order reinstated the January 1, 2025 deadline. Later, on December 23, however, FinCEN released guidance extending the January 1, 2025 deadline to January 13, 2025 and extending other filing deadlines for Reporting Companies as set forth in the following chart.

Our team is monitoring for updates and is available in the interim for any questions or concerns.

Reporting Company Category

New BOI Rule Filing Deadline

Notes

Reporting companies created or registered prior to January 1, 2024

January 13, 2025

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 September 4, 2024 that previously had a filing deadline between December 3, 2024 and December 23, 2024

January 13, 2025

Reporting companies created or registered in the United States on or after December 3, 2024 and on or before December 23, 2024

These companies now have an additional 21 days from their original filing deadline.

Reporting companies that are created or registered in the United States on or after January 1, 2025

These companies continue to have 30 days to file their initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

Companies formed during 2025 are no longer the benefit of a 90-day window to file after formation.

Reporting companies that qualify for disaster relief

These companies may have extended deadlines that fall beyond January 13, 2025.

These companies should abide by whichever deadline falls later, i.e., January 13th or the later applicable date.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.