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Corporate Transparency Act: Back in Effect, with Deadline Extensions

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The Fifth Circuit Court of Appeals issued an order “pausing” the nationwide preliminary injunction on enforcing the Corporate Transparency Act (CTA).

12.24.24

This means that the reporting requirements and filing deadlines are back in effect and all reporting companies that aren’t exempt are required to file beneficial ownership information before the extended deadline of January 13, 2025.

As we previously reported,  a federal judge in the U.S. District Court for the Eastern District of Texas granted a nationwide preliminary injunction in Texas Top Cop Shop, Inc. vs. Garland that enjoined enforcement of the CTA on a temporary basis.[1] On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit ruled in favor of the U.S. Department of Justice’s (the DOJ) emergency motion for a stay of the nationwide preliminary injunction that blocked enforcement of the CTA, reinstating the reporting deadline. [2]  In response, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) published a statement:

“In light of a December 23, 2024, federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have extended the reporting deadline as follows:

    • 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.
    • 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.”

While the CTA reporting obligations have been reinstated, the Fifth Circuit ordered an expedited appeal regarding the CTA’s enforceability. Unless another ruling is issued, reporting companies should continue to gather information to be in a position to file before the January 13, 2025 deadline.

For additional information or assistance regarding the CTA, contact Patrick Murphy, Samantha Blank or Madison Mueller.

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For additional information on the CTA, please see our previous publications:

You can also visit FinCEN’s BOI webpage here.

[1] Texas Top Cop Shop, Inc., et al. vs. Garland, et al., No. 4:24-cv-00478-ALM (E.D. Tex. Dec. 3, 2024).

[2] No. 24-40792 (5th Cir. Dec. 23, 2024).

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