On December 6, 2024, MPS issued an Alert advising that a U.S. District Court judge in Texas had entered a preliminary injunction that:
- barred the enforcement of the Corporate Transparency Act (CTA) and its Beneficial Ownership Information (BOI) filing requirements;
- suspended the deadline of January 1, 2025 for the filing of BOI reports; and
- declared that entities subject to the CTA need not comply with the CTA’s filing deadline of January 1, 2025, pending further order of the court.
Following the District Court’s entry of the foregoing preliminary injunction, the U.S. Department of Justice, on behalf of the Treasury Department’s Financial Crimes Enforcement Network (FinCEN), initiated an appeal on an emergency basis to the Fifth Circuit Court of Appeals. On December 23, 2024, the Court of Appeals issued a temporary stay of the District Court’s nationwide preliminary injunction barring enforcement of the CTA.
During the evening of December 23, 2024, FinCEN posted a notice on its website stating that “because the Department of Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction has been in effect,” FinCen has extended the reporting deadlines 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 we’ve previously noted, a reporting company’s failure to timely file a BOI report via FinCEN’s electronic system can result in the imposition of both civil and criminal penalties. Consequently, although litigation involving the CTA and the enforcement of its reporting requirements continues to be dynamic and subject to change, reporting companies would be well-advised to act on the current status of the law and ensure that required BOI reports are filed within the revised filing periods established by FinCEN.
Explore our recent article outlining the resources available to assist in complying with the Corporate Transparency Act.