As you may be aware, on December 3, 2024, the U.S. District Court for the Eastern District of Texas issued an order granting a nationwide preliminary injunction against enforcement of the CTA’s filing requirements (Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.)). Texas Top Cop Shop is only one of several cases that have challenged the CTA pending before courts around the country. Several district courts have denied requests to enjoin the CTA, ruling in favor of the Department of the Treasury that the CTA is constitutional such as the U.S. District Courts for the Eastern District of Virginia and the District of Oregon. For that reason, the Department of Justice, on behalf of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024, and separately sought overturn the injunction pending that appeal with the district court and the U.S. Court of Appeals for the Fifth Circuit.
On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted a stay of the district court’s preliminary injunction enjoining the CTA entered in the case of Texas Top Cop Shop, Inc. v. Garland, pending the outcome of the Department of the Treasury’s ongoing appeal of the district court’s order. The federal Court of Appeals decided that reporting companies are once again required to file beneficial ownership information with FinCEN. However, the Department of the Treasury has issued a notice acknowledging that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect and, accordingly, Treasury has extended the reporting deadline as follows:
- Reporting companies that were created or registered 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 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 beneficial ownership information reports with FinCEN.
- 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 beneficial ownership information reports with FinCEN.
- Reporting companies that are created or registered in the United States on or after January 1, 2025, will 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.
As you can see, the “extended” deadlines are still very tight turnarounds.
