Business and International Tax Blog

On December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s emergency motion to lift the nationwide injunction against the Corporate Transparency Act (CTA). This decision reinstates the CTA’s reporting requirements for beneficial ownership information (BOI). In response, the Financial Crimes Enforcement Network (FinCEN) has issued new guidance, including extended filing deadlines to account for the time the injunction was in effect.

Key Update from FinCEN – Extended Filing Deadlines

• Pre-2024 Reporting Companies: Entities created or registered prior to January 1, 2024, must now file their BOI reports by January 13, 2025 (previously January 1, 2025).
• Post-September 4, 2024, Companies with Missed Deadlines: Entities created or registered on or after September 4, 2024, that had filing deadlines between December 3, 2024, and December 23, 2024, must file by January 13, 2025.
• December 3–23, 2024 Companies: Entities created or registered between December 3, 2024, and December 23, 2024, have an additional 21 days from their original filing deadline.
• Disaster Relief Companies: Companies qualifying for disaster relief should follow the later of the applicable extended deadline or their disaster-relief deadline.
• 2025 and Beyond: Entities created or registered on or after January 1, 2025, must file BOI reports within 30 days of their creation or registration date.

What Should Your Company Do Now?

1. Meet the New Deadlines
   Review the applicable deadlines and ensure your BOI reports are filed on time to avoid civil or criminal penalties.
2. Prepare for Compliance
   If your company has not yet started gathering BOI information, take immediate steps to ensure compliance with the CTA requirements.
3. Monitor Legal and Regulatory Updates
   Stay informed about ongoing litigation and potential changes to the CTA or its enforcement. 
4. Consider Strategic Implications

Companies undergoing structural changes, mergers, or ownership transfers should incorporate the CTA requirements into their planning processes.

Conclusion

The CTA’s reporting requirements are back in effect, with adjusted deadlines offering additional time for compliance. Companies should act swiftly to meet the new deadlines and remain vigilant about future updates.

If you have any questions regarding the enforcement of the Corporate Transparency Act, or if we can be of any assistance, please reach out to our firm and we would be happy to assist.