Corporate Transparency Act Update: Reporting Obligations Revived After Fifth Circuit Lifts Preliminary Injunction

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).

For more information about the CTA, which took effect on January 1, 2024, and a Reporting Company’s obligation to file BOIRs, please see our original Client Alert, and read below for the latest information regarding the upcoming initial filing deadlines.

Initial Filing Deadline Extensions

On December 23, 2024, FinCEN published a statement acknowledging that Reporting Companies may need additional time to file their initial BOIRs and extending the initial reporting deadlines as follows:

Reporting Companies formed before January 1, 2024, now have until January 13, 2025, to file their initial BOIRs with FinCEN. (Previously, the deadline was January 1, 2025.)

Reporting Companies formed between September 4, 2024, and September 24, 2024 (i.e. those that had a filing deadline between December 3, 2024, and December 23, 2024) now have until January 13, 2025, to file their initial BOIRs with FinCEN. (Previously, the deadline was 90 days after formation.)

Reporting Companies formed between December 3, 2024, and December 23, 2024, now have an additional 21 days from their original (90-day) filing deadline to file their initial BOIRs with FinCEN. For example, a Reporting Company formed on December 3, 2024, will now have until March 24, 2025, to submit its initial BOIR.

Reporting Companies formed on or after January 1, 2025, have 30 days to file their initial BOIRs with FinCEN. (Note: this deadline has not changed.)

Reporting Companies formed between January 1, 2024, and September 3, 2024 (i.e. those that had an initial filing deadline before the injunction was issued on December 3, 2024) should have already filed their initial BOIRs by the original deadline (within 90 days after formation). Accordingly, those Reporting Companies have no extensions of time unless another type of extension applies (e.g., a disaster relief extension).

In addition, 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. Further, the National Small Business Association and members of the National Small Business Association as of March 1, 2024, are not required to file BOIRs at this time, per FinCEN’s Alert entitled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.).

What Now?

This is still an evolving situation, and a handful of other courts are reviewing challenges to the CTA and its enforcement as well as various proposed legislative changes (none of which have passed to date). In addition, the plaintiffs in the Fifth Circuit case cited above (Texas Top Cop Shop) could request further review from the Fifth Circuit or seek relief from the U.S. Supreme Court. However, based on the information available at the time of this publication, Reporting Companies are once again required to file BOIRs by the applicable deadlines, using the extended deadlines set forth above, as may be updated by FinCEN in the future.

Please contact the Seigfreid Bingham Corporate Law Practice Group or your regular Seigfreid Bingham contact with any questions.

This article is general in nature and does not constitute legal advice. The authors of this article are members of Seigfreid Bingham’s Corporate Law Practice Group and Corporate Transparency Act Task Force and routinely represent clients in corporate structuring and other general business matters. If you or your organization have questions about the impact of these developments, please contact John Fuchs, Rachel Sterbenz, Emily Crane, Nida Rais, or Tate Thompson at 816.421.4460.