In rapid fashion, the Fifth U.S. Circuit Court of Appeals has reinstated a nationwide injunction that had been issued earlier this month by a federal judge in Texas that concluded the Corporate Transparency Act (CTA) was likely to be found unconstitutional.
Corporate Transparency Act Beneficial Owner Information Reporting Reinstated
By Gordon W. Prince, Esq.
On December 23, 2024, the Fifth Circuit Court of Appeals issued an order granting a stay of the December 3rd nationwide injunction against the Corporate Transparency Act (CTA) previously issued by the U.S. District Court for the Eastern District of Texas and discussed in our prior alert. The Fifth Circuit’s ruling results in an immediate reinstatement of the CTA’s beneficial ownership reporting requirements. However, the Financial Crimes Enforcement Network (FinCEN), who is charge of overseeing the CTA reporting requirements, has issued the following extensions to the deadlines for filing of their initial beneficial ownership information reports with FinCEN:
- Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file.
- Reporting companies created or registered on or after September 4, 2024 that had an initial filing deadline set to fall between December 3, 2024 and December 23, 2024 have until January 13, 2025 to file.
- Reporting companies created or registered on or after December 3, 2024 and on or before December 23, 2024 (the period the national injunction was in place) have an additional 21 days from their original filing deadline to file.
- 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 on or after January 1, 2025 have 30 days after receiving actual or public notice that their creation or registration is effective to file.
Source: https://fincen.gov/boi
This situation continues to develop. The Fifth Circuit has expedited the appeal in this case to the next available oral argument panel. Additionally, the court’s order does not constitute a final ruling on the constitutionality of the CTA. Updates, including any statements from FinCEN, will be closely monitored and shared as they become available.
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