Corporate Transparency Act Injunction Lifted, Deadline to File Extended

December 26, 2024 | Corporate

On Monday, December 23, 2024, the U.S. Fifth Circuit Court of Appeals (the “Fifth Circuit”) lifted a Texas district court’s order enjoining the Financial Crimes Enforcement Network’s (“FinCEN’s“) enforcement of the Corporate Transparency Act (the “CTA”). Following the Fifth Circuit’s decision, the CTA is once again enforceable, effective immediately, and all non-exempt reporting companies must file a beneficial ownership report (“BOI Report”) with FinCEN.

As outlined in our December 5 client bulletin, earlier this month, a district court halted enforcement of the CTA through a nationwide injunction just weeks before the reporting deadline for millions of companies. In response to an emergency motion from the government, the Fifth Circuit stayed the injunction pending appeal.

Prior to the Fifth Circuit’s decision, uncertainty reigned. The original filing deadline for reporting companies formed before January 1, 2024, was January 1, 2025. However, following yesterday’s Fifth Circuit decision, FinCEN issued the following guidance extending filing deadlines:

Date of Formation

Filing Deadline

Reporting companies that were created or registered prior to January 1, 2024. (These companies would otherwise have been required to report by January 1, 2025):

 Until January 13, 2025, to file BOI Report.

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:

Until January 13, 2025, to file BOI Report.

Reporting companies created or registered in the United States on or after December 3, 2024, and
on or before December 23, 2024:

An additional 21 days from their original filing deadline to file BOI Report.

Reporting companies that are created or registered in the United States on or after January 1, 2025:

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.

Litigation surrounding the CTA remains ongoing. While the injunction is lifted, neither the Texas district court nor the Fifth Circuit has yet reached a conclusion on the constitutionality of the CTA. Notably, the Fifth Circuit found that the government “made a strong showing that it is likely to succeed on the merits in defending the CTA’s constitutionality.” As of today, the CTA is back in effect and enforceable.

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  • Stella Lellos
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