On December 23, 2024, the nationwide preliminary injunction enjoining the Corporate Transparency Act (CTA) issued by the U.S. District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc., et al. v. Garland, et al., was stayed by the U.S. Court of Appeals for the Fifth Circuit. FinCEN issued an Alert in light of the decision, that reporting companies are once again required to file beneficial ownership information (BOI) with FinCEN.

Recognizing that additional time may be needed by reporting companies to comply given the preliminary injunction, the January 1, 2025 deadline is extended until January 13, 2025 for reporting companies created or registered prior to January 1, 2024. These companies will need to prepare and file their initial BOI reports with FinCEN to comply with the January 13, 2025 deadline.

The deadline for other reporting companies is extended as listed in the FinCEN Alert:

• 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 beneficial ownership information 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 beneficial ownership information 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 beneficial ownership information reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

The FinCEN Alert also stated that the Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.) are not currently required to report their beneficial ownership information to FinCEN at this time. The Alert noted that Texas Top Cop Shop is only one of several cases challenging the CTA that are pending before courts around the country. and consistent with the conclusions of the U.S. District Courts for the Eastern District of Virginia and the District of Oregon ruling in favor of the Department of the Treasury, the government continues to believe the CTA is constitutional.

OBLIC will continue to monitor CTA as it develops. As always, if you have questions, please feel free to contact us.

Please see our additional CTA resources:

Corporate Transparency Act Launches January 1, 2024

OBLIC Alert – Your Hotline Questions: CTA

CTA Update: 90-Day Reporting Deadline

CTA Update: Additional Resources

Current Developments:  CTA…

Don’t Miss Updates:  CTA and Non-Compete

Nationwide Injunction Issued Regarding the Corporate Transparency Act (CTA)