On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) granted the U.S. government’s request for an emergency stay of a nationwide preliminary injunction blocking enforcement of the Corporate Transparency Act (CTA). As discussed in Sidley’s previous updates on December 5, 2024, and December 10, 2024, the U.S. District Court for the Eastern District of Texas issued the injunction, which also stayed the January 1, 2025, compliance deadline, on December 3, 2024.1 As a result, companies subject to the reporting obligations under the CTA were not required to file their beneficial ownership information with the Financial Crimes Enforcement Network (FinCEN) while the preliminary injunction remained in effect.
In response to the Fifth Circuit’s ruling, FinCEN has recognized that reporting companies may need additional time to comply with CTA reporting obligations given the time the injunction was in effect. In an alert2 posted to the FinCEN website, FinCEN extended the deadlines for reporting companies to file initial beneficial ownership information reports with FinCEN as follows:
- Reporting companies created or registered prior to January 1, 2024: new reporting deadline of January 13, 2025 (would otherwise have been required to report by January 1, 2025).
- Reporting companies created or registered in the U.S. on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024: new reporting deadline of January 13, 2025.
- Reporting companies created or registered in the U.S. on or after December 3, 2024, and on or before December 23, 2024: reporting deadline extended an additional 21 days from their original filing deadline.
- Reporting companies created or registered in the U.S. on or after January 1, 2025: reporting deadline is 30 days after receiving actual or public notice that their creation or registration is effective.
Additionally, reporting companies that qualify for disaster relief may have extended deadlines after January 13, 2025.3
Reporting companies should continue to monitor for additional updates or guidance from FinCEN or a superseding order from the courts as a result of the ongoing litigation.
You can find a PDF of the Fifth Circuit’s ruling here. For more general information regarding the CTA, see Sidley’s updates on December 14, 2023, January 2, 2024, and September 4, 2024.
1 Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-478 (E.D. Texas Dec. 3, 2024).
2 See FinCEN, Alert: Updates to Beneficial Ownership Information Reporting Deadlines – Beneficial Ownership Information Reporting Requirements Now in Effect, with Deadline Extensions.
3 See FinCEN, Alert: FinCEN has issued five Notices extending the filing deadlines to submit BOI reports for certain reporting companies in response to Hurricane Milton, Hurricane Helene, Hurricane Debby, Hurricane Beryl, and Hurricane Francine.
