Updated Reporting Deadlines Under the Corporate Transparency Act Following Recent Court Decisions

[12/27/2024 UPDATE]  As of December 26, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated its prior order staying the nationwide injunction against the Corporate Transparency Act (CTA). This means that enforcement of the CTA is once again on hold, pending further developments.  The reporting obligations and deadlines below are no longer applicable. Click here to view our follow up report.

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Like a game of ping pong, the enforcement of the Corporate Transparency Act (the “CTA”) has been going back and forth between several courts and just landed back on the “enforcement” side of the net. Reporting companies are again required to file reports, but there are now extended deadlines for compliance.

To recap recent developments, on December 3, 2024, the U.S. District Court for the Eastern District of Texas, Sherman Division, issued an order granting a preliminary injunction finding that the CTA is likely unconstitutional and prohibiting the enforcement of the CTA on a nationwide basis.  The Financial Crimes Enforcement Network (“FinCEN”), an agency of the Department of the Treasury that is responsible for enforcement of the CTA, initially confirmed that it was complying with the injunction and that all filing obligations were suspended, while simultaneously appealing the district court’s order. On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit stayed the nationwide injunction pending the outcome of FinCEN’s appeal. The full decision of the Fifth Circuit is available here.

In response to the Fifth Circuit’s stay of the injunction, FinCEN promptly issued an alert titled “Updates to Beneficial Ownership Information Reporting Deadlines” on its website, pursuant to which, among other things, it clarified that reporting companies are AGAIN obligated to make required CTA filings. FinCEN has provided some modest extensions to the prior filing deadlines. In particular:

• Any reporting company created or registered prior to January 1, 2024, now has until January 13, 2025 to file its initial beneficial ownership information report (“BOIR”).
• Any reporting company created or registered on or after September 4, 2024 that had a BOIR filing deadline between December 3, 2024 and December 23, 2024 now has until January 13, 2025 to file its initial BOIR.
• Any reporting company created or registered on or after December 3, 2024 and on or before December 23, 2024 has an additional 21 days from its original filing deadline to file its initial BOIR (i.e., 111 days from its creation or registration).

For additional information about the CTA and FinCEN’s related regulations, please see our prior alert.

Stoel Rives lawyers are available to assist in determining whether an entity is exempt and who its beneficial owners are for reporting purposes, but we will not be affirmatively advising clients with respect to the CTA unless specifically engaged to do so. We will also not be able to submit BOIRs on your behalf. Please reach out to your Stoel Rives contact if you have any questions or need assistance.