Corporate Transparency Act Reporting Requirements Reinstated

On December 23, 2024, the Fifth Circuit Court of Appeals issued an order staying the preliminary injunction granted by a Texas District Court in Texas Top Cop Shop, Inc. v. Garland. As a result, the requirement for companies to report beneficial ownership information is reinstated, effective immediately.

While many reporting companies were previously required to file a beneficial ownership information report by December 31, 2024, the Financial Crimes Enforcement Network (“FinCEN”) has provided a limited deadline extension for certain reporting companies:

• Reporting companies created or registered prior to January 1, 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 September 4, 2024, with a filing deadline between December 3, 2024, and December 23, 2024, now 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 qualifying for disaster relief may have extended deadlines that fall beyond January 13, 2025. These companies should abide by whichever deadline falls later.
• Reporting companies 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.

A full-length version of FinCEN’s recent guidance following the Fifth Circuit Court of Appeal’s decision can be found here.

It is critical that reporting companies resume their compliance efforts and file an initial beneficial ownership information report in a timely manner. While the United States Supreme Court could still overturn the Fifth Circuit Court of Appeal’s decision, it is unlikely that such a decision would be handed down before the new reporting deadlines. This situation continues to evolve, and business owners are encouraged to monitor further developments. Please contact any member of the Rhoades McKee Business & Corporate Law Team if you have questions regarding your obligation to comply with the requirements of the CTA.