As an update to our posts on the ongoing attempts to block the Corporate Transparency Act, on December 23, 2024, the Fifth Circuit granted a temporary stay of the district court’s preliminary injunction for compliance with the Corporate Transparency Act in Texas Top Cop Shop, Inv. v. Garland.[1] The Fifth Circuit’s decision reinstated the January 1, 2025 deadline for reporting companies.[2] However, the Department of Treasury extended the reporting deadline for some reporting companies, depending on the date that the reporting companies were created or registered.[3] In light of the preliminary injunction being lifted, reporting companies must file beneficial ownership information according to the requirements in the Corporate Transparency Act and any applicable extensions, which are provided at https://fincen.gov/boi.
As of December 24, 2024, the Financial Crimes Enforcement Network (“FinCEN”) website provides the following updates:
In light of a December 23, 2024, Federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have 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 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 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 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 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.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
Given the risks of civil and criminal penalties, it is important for any business owner to consult with a qualified advisor that is well-versed in the Corporate Transparency Act to take appropriate compliance action.
[1] Texas Top Cop Shop, Inc. v. Garland, No. 24-40792 (5th Cir., Dec. 23, 2024) (order granting temporary stay of district court’s order and injunction pending appeal).
[2] Beneficial Ownership Information, FinCEN, https://fincen.gov/boi (last visited Dec. 24, 2024).
[3] Id.
