Corporate Transparency Act Reporting Obligations Reinstated and Filing Deadlines Extended to January 13, 205 for Most Reporting Entities

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Corporate Transparency Act Reporting Obligations Reinstated and Filing Deadlines Extended to January 13, 205 for Most Reporting Entities

Corporate Transparency Act Reporting Obligations Reinstated and Filing Deadlines Extended to January 13, 205 for Most Reporting Entities

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December 26, 2024

On December 23, 2024, a three-judge panel of the Fifth Circuit in Texas Top Shop v. Garland, No. 24-40792, stayed the nationwide preliminary injunction a district court had entered earlier this month halting enforcement of the Corporate Transparency Act (CTA). The CTA and its implementing regulations require reporting companies to disclose information, including about their beneficial owners, to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN).

The immediate consequence of the stay was to revive the January 1, 2025 reporting deadline for initial reports for many entities within the scope of the CTA. However, FinCEN has issued a statement extending the reporting deadlines under the CTA as follows:

Reporting companies that were created or registered prior to January 1, 2024 have until January 13, 2025 to file their initial beneficial ownership information (BOI) reports with FinCEN. These companies would otherwise have been required to report by January 1, 2025.
Reporting companies created or registered in the United States 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 their initial BOI 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 BOI reports with FinCEN.
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.
Reporting companies that are created or registered in the United States on or after January 1, 2025 have 30 days to file their initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective. This is the deadline in the original regulations and has not been extended.

The plaintiffs have filed an emergency petition for rehearing en banc and indicated that they may also seek relief in the U.S. Supreme Court. While this litigation is ongoing, the reporting obligations imposed by the CTA are in place. If you have not already filed, BOI reports must be completed and submitted by the applicable deadline listed above.

Dentons is here to help clients navigate the CTA. If you have any questions about the CTA or this Client Alert, please contact your Dentons attorney or any member of the CTA Team listed below.