Insight Corporate Transparency Act Update – Nationwide Preliminary Injunction Lifted
By Christopher Cook, Steve Frinsko,
On December 23, 2024, we published a client alert regarding the recent preliminary injunction halting enforcement of the Corporate Transparency Act (“CTA”) and related filing deadlines.
On December 23, 2024 (the same date our previous alert was published), the U.S. Court of Appeals for the Fifth Circuit entered an order lifting (i.e., staying) the nationwide preliminary injunction previously ordered by the U.S. District Court for the Eastern District of Texas.
As a result, the CTA reporting obligations and the related deadlines are enforceable again against reporting companies. As a reminder, those deadlines are as follows:
- Reporting companies formed before January 1, 2024, have until January 1, 2025, to file.
- Reporting companies formed in 2024 must file within 90 calendar days after receiving actual or public notice that their creation or registration is effective, whichever is earlier.
- Reporting companies formed on or after January 1, 2025, must file within 30 calendar days after receiving actual or public notice that their creation or registration is effective.
- Any updates or corrections to beneficial ownership information previously filed with FinCEN must be submitted within 30 days.
As of the date of this writing, FinCEN has published the following alert on its website, which notes the Government’s apparent short extension of the applicable reporting deadlines:
“In light of a December 23, 2024, federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have extended the reporting deadline 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.”
This litigation continues to develop. Reporting Companies should continue to closely monitor the situation (including the FinCEN.gov/BOI website) and contact their legal counsel to better understand how to navigate and comply with the CTA, including reporting rules and regulations.
This blog is provided by Hawley Troxell Ennis & Hawley LLP for educational and information purposes only. It is intended to notify our clients and friends of certain events or issues. It is not intended to be, nor should it be, used as a substitute for legal advice regarding specific factual circumstances. © Hawley Troxell Ennis & Hawley LLP all rights reserved.
