CTA Preliminary Injunction Lifted; Reporting Deadlines Extended

As of December 26, 2024, the nationwide injunction against enforcement of the Corporate Transparency Act (CTA) granted on December 3, 2024 by the federal district court in Texas Top Cop Shop, Inc. has been reinstated. See our update here.

On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted a stay of the nationwide preliminary injunction that blocked the Government’s enforcement of the Corporate Transparency Act (the “CTA”) and the Final Rule on Beneficial Ownership Information Reporting Requirements (the “Reporting Rule”) issued thereunder. The preliminary injunction was issued by the U.S. District Court for the Eastern District of Texas, Sherman Division in Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), which we discussed here. As a result of the lifting of the preliminary injunction, the Government can resume enforcement of the CTA and the Reporting Rule, and reporting companies are required to comply with the reporting obligations thereunder.

FinCEN has announced that it is extending certain CTA reporting deadlines, 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 (“BOI”) 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 BOI 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 BOI 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 BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

FinCEN’s use of both creation or filing dates and original filing deadlines as qualifiers for extended guidelines causes some ambiguity, as does the use of “between” in some cases (rather “on or before”, for example). We have summarized below how we understand the new deadlines apply to reporting companies, including a couple of situations not expressly addressed by FinCEN in its announcement of the extended deadlines:

* Not addressed by FinCEN in its announcement extending certain CTA deadlines.

Reporting companies formed either prior to January 1, 2024 or on or after September 4, 2024 but no later than September 24, 2024 that have not already filed their initial BOI reports must identify their beneficial owners, gather the necessary BOI, and file their reports no later than January 13, 2025 (or any applicable extended deadline that applies for reporting companies that qualify for disaster relief). Other reporting companies that have not already filed their initial BOI reports should likewise identify their beneficial owners, gather the necessary BOI, and file their reports no later than the applicable deadline.

We will continue to monitor FinCEN for any further guidance or clarification and the ongoing litigation challenging the CTA for further developments. Should you have any questions about your obligations with respect to the CTA, please contact one of your lawyers at Lewis Rice or any of the authors of this client alert.