On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit stayed the December 3, 2024 preliminary injunction that temporarily blocked enforcement of the Corporate Transparency Act (“CTA”) and its reporting rule on a nationwide basis. As of the date of this notice, the CTA has been reinstated nationwide.
In light of the Fifth Circuit’s decision, the Financial Crimes Enforcement Network (“FinCEN”) issued updated guidance with respect to CTA filing deadlines, in part as follows:[1]
- Reporting companies 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 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 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 on or after January 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN.
For more information on the CTA, please refer to our earlier publications (Preliminary Injunction Temporarily Blocks Enforcement of the Corporate Transparency Act, July and September 2024 Update, A Series of the Latest Updates for Reporting Companies, and The Corporate Transparency Act: A New Federal Disclosure Requirement for Certain Entities) or FinCEN’s small business resource webpage for beneficial ownership information (available here). If you would like assistance with and/or have questions regarding CTA compliance or filings, please contact Aaron Kacer or Steve Lawrence.
[1] https://www.fincen.gov/boi
