On December 23, 2024, in response to an emergency motion by the US Department of Justice, the US Court of Appeals for the Fifth Circuit stayed the nationwide preliminary injunction against enforcement of the Corporate Transparency Act (CTA) (31 U.S.C. § 5336) and the Beneficial Ownership Information Reporting Requirements final rule (Final Rule) promulgated thereunder (31 C.F.R. 1010.380), which was entered by the US District Court for the Eastern District of Texas on December 3, 2024, in Texas Top Cop Shop, Inc., et al. v. Garland, No. 4:24-cv-00478 (E.D. Tex).

Accordingly, entities not otherwise exempt from the CTA will need to comply with reporting obligations under the CTA and the Final Rule. However, the Financial Crimes Enforcement Network (FinCEN) has extended certain deadlines by which Beneficial Ownership Information Reports (BOIRs) will need to be submitted. Importantly, nonexempt reporting companies created or registered on or after January 1, 2025, will continue to have 30 days to file their initial BOIRs.

In Depth

The extended reporting deadlines include the following:

• Reporting companies that were created or registered prior to January 1, 2024, have until January 13, 2025, to file their initial BOIRs. (These companies would otherwise have been required to report by January 1, 2025.)
• Reporting companies created or registered 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 BOIRs.
• Reporting companies created or registered 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 BOIRs.
• 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 to file their initial BOIRs.

The plaintiffs filed an emergency motion for rehearing en banc from the Fifth Circuit. Until a ruling on that motion, the reporting requirements under the CTA and the Final Rule are in force effective immediately and reporting companies should be prepared to submit their BOIRs by the applicable deadlines, as extended by FinCEN.

The Fifth Circuit’s order can be found here while the district court’s underlying injunction order can be found here.