Alert

Game On: Preliminary Injunction on Corporate Transparency Act Lifted; Filing Deadlines Extended

December 26, 2024

The United States Court of Appeals for the Fifth Circuit on December 23, 2024, issued an order lifting a prior order issued by a federal district court in the Eastern District of Texas granting a nationwide preliminary injunction that: (1) enjoined the Corporate Transparency Act (CTA), including enforcement of that statute and regulations implementing its beneficial ownership information (BOI) reporting requirements, and (2) stayed all deadlines to comply with the CTA’s reporting requirements. 

According to the Fifth Circuit, “[w]hen balancing this harm [the harm caused to businesses by the CTA] against the public’s urgent interest in combatting financial crime and protecting our country’s national security, equity favors a stay.”

With the district court’s preliminary injunction now lifted, reporting companies that are not exempt will have to file their BOI reports, but the Financial Crimes Enforcement Network (FinCEN), which is the organization within the U.S. Department of Treasury responsible for administering the CTA, has extended the filing deadline for certain reporting companies.

The extended deadlines are as follows:

• Reporting Companies Existing Before 2024. Reporting companies that were created or registered before January 1, 2024, have until January 13, 2025 to file their initial BOI reports with FinCEN. (These companies would otherwise have been required to file BOI reports by January 1, 2025.)
• Reporting Companies Created After 2023.
  • 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 BOI reports with FinCEN. (Without this extension, BOI reports were due by January 1, 2025.)
  • 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. (Without this extension, BOI reports were due 90 calendar days after the reporting company’s creation or registration.)
• Reporting Companies Qualifying for Disaster Relief.  Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later; that is, the later of the extensions provided above or the disaster relief extension.
• Reporting Companies Created or Registered After 2024. Reporting companies that are created or registered in the United States on or after January 1, 2025, have 30 days to file their initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective. (There is no extension for these reporting companies.)
• Reporting Companies Subject to Certain Lawsuit. Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their BOI to FinCEN at this time.

The FinCEN webpage for filing BOI reports is at “File the Beneficial Ownership Information Report (BOIR).”