Appeals Court Reinstates Corporate Transparency Act Reporting Requirements — Deadlines Extended by FinCEN

Yesterday (December 23), the U.S. Fifth Circuit Court of Appeals (“Fifth Circuit”) issued an order temporarily staying the nationwide injunction against enforcement of the Corporate Transparency Act (“CTA”) issued December 3, 2024, by a U.S. District Court in Texas, discussed in our prior Alerts issued on December 4 , 2024, and December 12, 2024. The Fifth Circuit’s ruling reinstated the filing requirements and deadlines for Reporting Companies to file their beneficial ownership information (“BOI”) reports with FinCEN. The Fifth Circuit’s decision can be read here.

Shortly after the Fifth Circuit order was announced, FinCEN published a statement on its website extending certain reporting deadlines:

• Reporting Companies created or registered prior to January 1, 2024, have until January 13, 2025, to file their initial BOI reports with FinCEN. (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 BOI reports with FinCEN.
• 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 BOI reports with FinCEN.
• Reporting Companies created or registered on or after January 1, 2025, have 30 days to file their initial BOI reports with FinCEN after receiving notice their creation or registration is effective, as was the case before the injunction.

As noted above, the Fifth Circuit’s stay of the injunction is temporary, meaning it’s in effect while the Fifth Circuit decides the government’s appeal from the District Court’s injunction. The Fifth Circuit’s order also expedited the appeal, so we expect further developments in this litigation soon. It’s also possible that decisions affecting the CTA’s validity could be issued in other cases that have been filed challenging the CTA.

In light of all the uncertainty, and with BOI reporting requirements back in effect with short deadlines, Reporting Companies should be preparing to complete and file their BOI reports ahead of the applicable deadline.