By: John Fuchs, Rachel Sterbenz, Nida Rais, and Tate Thompson

As we previously reported, on December 3, 2024, in Texas Top Cop Shop, Inc. v. Garland, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction against the Corporate Transparency Act (“CTA”), pausing the requirement for a Reporting Company (as defined by the CTA) to file beneficial ownership information reports (“BOIRs”).  However, on December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit issued an order lifting the preliminary injunction, effectively reinstating the CTA and a Reporting Company’s obligation to file BOIRs.  A few hours after the Fifth Circuit issued the order, the U.S. Treasury’s Financial Crimes Enforcement Network (“FinCEN”) published limited extensions to the initial reporting deadlines for many Reporting Companies.  In particular, Reporting Companies formed before January 1, 2024, are now required to file BOIRs by January 13, 2025 (instead of January 1, 2025).

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By: John Fuchs, Rachel Sterbenz, Nida Rais, and Tate Thompson

As previously reported, the Corporate Transparency Act (“CTA”) took effect on January 1, 2024, requiring many businesses to file a beneficial ownership information report (“BOIR”), including general information about the company and sensitive personal information of its “company applicants” and “beneficial owners.”  Under the CTA, companies formed prior to 2024 have until January 1, 2025, to submit their initial BOIR; and entities formed during 2024 have only 90 days after the date of formation to submit an initial BOIR.  Any “willful” failure to comply with the CTA gives the Financial Crimes Enforcement Network (“FinCEN”) the authority to impose significant civil and criminal penalties.

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