Legal Alert: Corporate Transparency Act Obligations Resume with Extended Deadlines

On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted a stay of the nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (“CTA”). The stay of the nationwide injunction means that reporting companies must file timely Beneficial Ownership Information Reports (“BOIR”). Previously, the U.S. District Court for the Eastern District of Texas found the CTA unconstitutional and issued a nationwide injunction against its enforcement. Texas Top Cop Shop v. Garland et al. (Case No. 4:24-cv-00478, December 3, 2024).

On December 24, 2024, in response to the Fifth Circuit’s ruling, the Financial Crimes Enforcement Network (“FinCEN”) extended the following reporting deadlines:

• 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. (These companies would otherwise have been required to report by January 1, 2025.)
• 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.
• 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.
• Reporting companies that are created or registered in the United States on or after January 1, 2025 have 30 days to file their initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

More information about the CTA’s requirements and deadlines (absent an injunction) is available here. If you have questions about how the injunction or the CTA will affect your business, please contact Jacqueline Marzocca, Tim Forsman or Chris Raddatz in the Corporate & Finance Practice Group at Gammage & Burnham.