December 26, 2024

Corporate Transparency Act Enforcement Reinstated and Deadline Extended

On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction which temporarily blocked enforcement of the Corporate Transparency Act (CTA). However, on December 23, 2024 a panel of the 5^th Circuit Court of Appeals lifted this December 3 order, effectively restoring enforcement of the CTA.

The U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN), which oversees administration of the CTA, on December 24 issued an update regarding CTA reporting deadlines. In general, FinCEN extended the year-end deadline for reporting companies formed prior to January 1, 2024 to January 13, 2025 (rather than January 1, 2025). Certain of the deadline extensions are summarized below:

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 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.

The full alert update from FinCEN can be found here: https://fincen.gov/boi.

The situation with respect to the CTA can evolve rapidly and there may be future developments in other courts which are actively considering challenges to the CTA. If you have any questions regarding the CTA or its current status, please feel free to reach out to any of the attorneys at FBFK.