Important update to the Court’s December 23rd decision that had reinstated Corporate Transparency Act (CTA) filing requirements: As of December 26th, the reporting requirements have been paused yet again. The initial District Court injunction, which was discussed here, was reinstated by the Fifth Circuit on December 26th. Therefore, even though the case and appeal are still pending, as of December 26, 2024, businesses are exempt from the January 1 or delayed January 13 deadlines for filing beneficial ownership information under the CTA until further court order.
On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit granted the government’s emergency motion to lift the injunction and stay on all beneficial ownership information filings under the Corporate Transparency Act (“CTA”). As a consequence, all CTA deadlines are reinstated. Immediately after the ruling, FinCEN extended the filing deadlines via an update to its website, as posted below. Crucially, FinCEN extended the January 1, 2025 reporting deadline for pre-2024 entities to January 13, 2025. Flaster Greenberg continues to monitor the CTA and will release any new information as it develops. Otherwise, please be prepared to submit the beneficial ownership information reports by the applicable deadline.
In light of a December 23, 2024, federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have extended the reporting deadline 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 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.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, 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 beneficial ownership information to FinCEN at this time.
If you have any questions about the CTA, the injunction, and how they affect you or your organization, please contact your attorney at Flaster Greenberg, one of the members of our firm's CTA Task Force (Jonathan Ellis, Mariel Giletto, Anthony Gruzdis, Matthew Meltzer, David Neufeld), or any attorney in the Business & Corporate Department, to discuss how we can help determine whether the CTA applies to you or your organization and, if necessary, comply with the CTA.
Prior Alerts
