On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted the U.S. government's request for an emergency stay, effectively reinstating enforcement of the Corporate Transparency Act (CTA). The stay lifts a nationwide preliminary injunction issued earlier this month by the U.S. District Court for the Eastern District of Texas, which had temporarily blocked CTA compliance requirements and paused the January 1, 2025, reporting deadline.
The Fifth Circuit's decision means that companies subject to the CTA's beneficial ownership reporting requirements must now prepare to meet their obligations. However, the Financial Crimes Enforcement Network (FinCEN) has recognized the need for flexibility given the delays caused by the injunction and has announced revised deadlines.
Updated Reporting Deadlines
FinCEN's revised deadlines for submitting beneficial ownership information (BOI) reports are as follows:
- Companies Created or Registered Before January 1,
2024
- New Deadline: January 13, 2025 (originally January 1, 2025).
- Companies Created or Registered in the U.S. Between
September 4, 2024, and December 23, 2024
- If the original filing deadline fell between December 3, 2024,
and December 23, 2024:
- New Deadline: January 13, 2025.
- If the original filing deadline fell between December 3, 2024,
and December 23, 2024:
- Companies Created or Registered in the U.S. Between
December 3, 2024, and December 23, 2024
- New Deadline: Extended an additional 21 days from the original filing deadline.
- Companies Created or Registered in the U.S. On or After
January 1, 2025
- Deadline: 30 days after receiving notice (either public or private) that their creation or registration is effective.
- Disaster Relief Extensions
- Companies qualifying for disaster relief may have deadlines extended beyond January 13, 2025, based on FinCEN's guidance.
What This Means for Reporting Companies
Reporting companies should assess their CTA obligations and determine their applicable deadlines under the revised framework. This includes:
- Identifying beneficial owners as defined under the CTA.
- Preparing the necessary documentation for submission to FinCEN.
- Monitoring ongoing updates from FinCEN and the courts for further changes to compliance requirements or deadlines.
Ongoing Litigation and What to Expect
While the Fifth Circuit's stay has reinstated the CTA's requirements, litigation is ongoing, and further developments could impact enforcement or compliance deadlines. Reporting companies should stay informed of any new rulings or guidance from FinCEN or the courts.
For those unfamiliar with the CTA, it is designed to increase corporate transparency by requiring entities to disclose information about their beneficial owners. Non-compliance can result in significant penalties, making it essential for companies to understand their obligations.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
