On December 26, 2024, the 5th Circuit Court of Appeals issued an order vacating its stay of a Texas District Court’s prior injunction suspending enforcement of the Corporate Transparency Act (“CTA”). Previously, enforcement of the CTA was reinstated on December 23, but the December 26 order again suspended enforcement of the CTA and its beneficial ownership information reporting requirement.
After the December 23 decision to lift the injunction, the Financial Crimes Enforcement Network (“FinCEN”) provided a statement clarifying and extending filing deadlines for various entities. After the December 26 decision, FinCEN issued a statement, the full text of which is available here, confirming that reporting companies are not currently required to file beneficial ownership information while the injunction remains in effect.
The Fifth Circuit’s final decision could come at any time, and enforcement of the CTA and the updated filing deadlines for entities formed prior to January 1, 2024, could go back into effect at a moment’s notice. Those filing deadlines were previously 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.
In light of the ongoing uncertainty, entities that have not yet filed should be prepared to file on short notice if the preliminary injunction is once again stayed or overturned, resulting in the January 13 deadline being reinstated or a new filing deadline being imposed on short notice.
Our Business & Corporate Law team will continue to monitor further developments as additional challenges and appeals are ongoing. Please reach out to your attorney at Best & Flanagan with any questions about the CTA, or if there is any other assistance we can provide.