/>iUpdated December 24, 2024
Within hours of the Fifth Circuit’s ruling that lifted a nationwide preliminary injunction against the CTA, FinCEN announced that it had extended certain compliance deadlines, including:
- Reporting companies created or registered prior to January 1, 2024, that had a filing deadline of January 1, 2025, now have until January 13, 2025, to file their initial reports with FinCEN.
- Reporting companies created or registered on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, now have until January 13, 2025, to file their initial reports with FinCEN.
- Reporting companies created or registered on or after December 3, 2024, and on or before December 23, 2024, now have an additional 21 days from their original filing deadline (i.e., 90 days from creation or registration, plus 21 days) to file their initial reports with FinCEN.
As a reminder, reporting companies created or registered on or after January 1, 2025, have 30 days to file their initial reports with FinCEN. This compliance deadline is unchanged.
Additionally, the CTA requires any reporting company that has filed an initial report with FinCEN to submit an updated report within 30 days of certain events, including any change to information required to be reported to FinCEN. This compliance obligation is unchanged.
On December 24, 2024, the Plaintiffs in Texas Top Cop Shop, Inc. v. Garland filed an emergency petition with the Fifth Circuit for en banc review of the panel’s decision to stay the lower court’s injunction. According to the Plaintiffs, the panel’s ruling that the CTA is a valid exercise of Congress’s commerce power is in “plain conflict” with U.S. Supreme Court precedent. The Plaintiffs request that a decision be made by January 6, 2025, which is one week before the extended compliance deadline described above. Varnum will continue monitoring developments.
December 23, 2024
At approximately 1:30 pm Eastern Time on December 23, 2024, the United States Court of Appeals for the Fifth Circuit (Fifth Circuit) revived the immediate enforceability of the Corporate Transparency Act (CTA). In Texas Top Cop Shop, Inc. v. Garland, a three-judge panel of the Fifth Circuit stayed a lower court’s nationwide preliminary injunction against the CTA, which was issued on December 3, 2024. This means that, among other obligations, the January 1, 2025, compliance deadline for reporting companies in existence as of January 1, 2024, is back in effect.
This situation is rapidly evolving. In the coming days, the challengers in this case could seek further review from the Fifth Circuit or seek relief from the United States Supreme Court. Additionally, several other federal courts are actively considering challenges against the CTA. At the time of this publication, the United States Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has not publicly released any guidance based on today’s ruling.
