Effective December 27, 2024, and until further notice, reporting deadlines under the Corporate Transparency Act are suspended.
Since December 3, 2024, when the United States District Court in the Eastern District of Texas issued a preliminary injunction enjoining the enforcement of the Corporate Transparency Act (CTA) nationwide,1 there have been rapid updates applicable to reporting companies regarding the enforceability of the CTA, including the following:
- On December 23, 2024, the Fifth Circuit Court of Appeals issued an order reviving the January 1, 2025, deadline for reporting companies to file beneficial ownership information reports with the Financial Crimes Enforcement Network (FinCEN) under the CTA.2 The order restored the government’s ability to enforce the CTA while appealing the injunction. FinCEN chose to extend the deadline for certain reporting companies (see below).
- On December 26, 2024, the Fifth Circuit vacated the December 23, 2024, decision wherein the Court revived enforcement of the CTA. In other words, the injunction is back in effect such that reporting is not required at this time.
Please be aware that all deadlines under the CTA are suspended for the time being. Based on FinCEN’s most recent alert extending the deadline for filing beneficial ownership information reports,3 the current deadlines for reporting stand as follows:
- Reporting companies that were created or registered prior to January 1, 2024, have until January 13, 2025 (instead of January 1, 2025), to file;
- Reporting companies created or registered 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; and
- Reporting companies created or registered on or after December 3, 2024, and on or before December 23, 2024, have an additional twenty-one (21) days from their original filing deadline to file.
Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond January 13, 2025, and FinCEN has not otherwise modified those deadlines. Additionally, reporting companies that are created or registered on or after January 1, 2025, have thirty (30) days to file initial beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.
This is a rapidly evolving situation. We will continue to update this alert as more information becomes available.
1Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, Doc. No. 140-2 (5th Cir. Dec. 23, 2024).
2Texas Top Cop Shop, Inc. v. Garland, No. 4:24-CV-478, 2024 WL 4953814 (E.D. Tex. Dec. 3, 2024).