On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc., et al. v. Garland, et al. (No. 4:24-cv-00478), temporarily halting enforcement of the Corporate Transparency Act’s (CTA) beneficial ownership information (BOI) reporting requirements.
However, on December 23, 2024, the Fifth Circuit Court of Appeals stayed the injunction, restoring FinCEN’s authority to enforce BOI reporting requirements.
FinCEN has issued an alert (“Alert”) acknowledging that in light of the federal Court of Appeals decision, reporting companies, except those specifically named in the Alert, are once again required to file beneficial ownership information with FinCEN. The Department of the Treasury acknowledged that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, and accordingly 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.