UPDATE as of 2/20/25: The on-again, off-again
Corporate Transparency Act (the "CTA") mandatory
beneficial ownership reporting is now back in effect. On February
18, 2025, the Texas federal district court in Smith v. United
States Department of the Treasury lifted the injunction that
it had earlier imposed enjoining enforcement of the CTA, thereby
reinstating the CTA's mandatory reporting requirements.
For reports that were originally due from December 3, 2024, (i.e.,
the date of the first injunction of the CTA, in a different case)
through February 18, 2025, the Financial Crimes Enforcement Network
(FinCEN) granted a 30-day extension for reporting
companies to comply with the CTA's mandatory beneficial
ownership reporting requirements. The new deadline for most
reporting companies to file an initial, updated, and/or corrected
BOI report is now March 21, 2025. Any reporting
companies that have reporting deadlines later than March 21, 2025,
such as those that qualify for disaster relief extensions due to
federally declared disasters (e.g., reporting companies with
principal places of business impacted by Hurricanes Milton, Helene,
Debby, Beryl, and Francine), may rely on those extended
deadlines.
Although the deadline is now March 21, 2025, other developments
could once more flip the CTA reporting requirement. Bills have been
proposed in Congress to further delay the reporting deadline and to
eliminate the CTA altogether, and the executive branch could take
action. The Supreme Court is not scheduled to hear oral argument in
the case in which the initial injunction was issued until April,
after the new deadline. Finally, the FinCEN Notice of the March 21 extension also
states: "FinCEN also intends to initiate a process this year
to revise the BOI reporting rule to reduce burden for lower-risk
entities, including many U.S. small businesses."
----
UPDATE as of 1/24/25: On January 23, 2025, the United States Supreme Court granted the government's motion to stay the District Court's nationwide injunction in the Texas Top Cop Shop case. However, because a different District Court judge (also in Texas) had issued a nationwide injunction in a different case (Smith v. U.S. Department of the Treasury) that was not reviewed by the Supreme Court, on January 24, 2025, FinCEN issued an alert confirming that the nationwide injunction remains in place. Reporting companies are therefore not required to file BOI reports at this time. FinCen has indicated that voluntary BOI filings are still being accepted.
----
UPDATE as of 12/26/24: The Financial Crimes Enforcement Network (FinCEN) beneficial ownership reporting deadline has been elusive in December 2024. The "fun" began when the District Court presiding over the Texas Top Cop Shop case enjoined enforcement of the FinCEN filing requirement, nationwide, on December 3. An immediate request by the government to stay the injunction was rejected. Then, on December 23, the motions panel of the Fifth Circuit granted a stay of the injunction, and FinCEN issued revised deadlines for various filings, generally through January 13, 2025. Only three days later, late in the evening of December 26, the full Fifth Circuit vacated the stay pending a substantive decision by the merits panel of the Fifth Circuit in the expedited appeal.
As of December 26, 2024, the FinCEN beneficial ownership information (BOI) filing requirement has been enjoined once again, and reporting companies are not required to file BOI reports at this time.
----
UPDATE as of 12/24/24: FinCen has updated their website extending the beneficial ownership reporting deadline (1) for reporting companies that were created or registered prior to January 1, 2024, from January 1, 2025, to January 13, 2025, (2) for reporting companies formed after September 4, 2024, to January 13, 2025, and (3) for reporting companies formed between December 3, 2024, and December 23, 2024, an additional 21 days from their original 30-day filing deadline.
----
On December 23, 2024, the U.S. Court of Appeals for the Fifth
Circuit lifted the nationwide preliminary injunction that had
paused enforcement of the Corporate Transparency Act (CTA). This
means that entities subject to the CTA must once again comply with
the original January 1, 2025 deadline for filing
Beneficial Ownership Information (BOI) reports.
As of now, the Financial Crimes Enforcement Network (FinCEN) has
not announced any extensions to this deadline or released any
public guidance. Therefore, it is essential for affected entities
to act quickly to prepare and submit their BOI reports to avoid
penalties for non-compliance. Here is the link to the appeals court's order.
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.
