On Dec. 23, 2024, a Fifth Circuit panel issued an order staying the nationwide preliminary injunction a district court in Texas issued against the Corporate Transparency Act (CTA), reinstating the effectiveness of the CTA and its implementing regulations in their entirety pending appeal, including, but not limited to the Jan. 1, 2025, deadline for filing of beneficial ownership information (BOI) reports by reporting companies formed prior to Jan. 1, 2024.

In response, FinCEN issued guidance which, among other things, extends a modest additional grace period for pre-2024 companies to file BOI reports. In particular, pursuant to this FinCEN guidance, entities formed prior to Jan. 1, 2024, will have until Jan. 13, 2025, to file BOI reports with FinCEN. Though short-term, this may be welcome relief for existing reporting companies worried about their ability to file over the holidays.

FinCEN also issued the following guidance for companies created prior to Jan. 1, 2025, but after Sept. 4. 2024:

• Reporting companies created or registered in the United States on or after Sept. 4, 2024, that had a filing deadline between Dec. 3, 2024, and Dec. 23, 2024, will have until Jan. 13, 2025, to file their initial BOI reports with FinCEN.
   
• Reporting companies created or registered in the United States on or after Dec. 3, 2024, and on or before Dec. 23, 2024, will have an additional 21 days from their original filing deadline to file their initial BOI reports with FinCEN.

The Fifth Circuit must still review the merits of the appeal. In the meantime, absent further relief by the courts or U.S. Congress, reporting companies should ensure their compliance by the dates indicated above.