Fifth Circuit Court Stays Nationwide Injunction on CTA Enforcement - BOI Reporting Requirements Resume

On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit issued an order temporarily staying the nationwide preliminary injunction previously granted in Texas Top Cop Shop, Inc., et al. v. Garland, et al. While the Fifth Circuit’s temporary stay is not the final word on the fate of the Corporate Transparency Act (CTA), the court determined that, among other things, the statute is likely constitutional on its face and the public interest in enforcing the CTA outweighs the minimal harm caused to businesses by complying with the CTA. Accordingly, the Fifth Circuit’s order permits enforcement of the CTA, including its beneficial ownership information (BOI) reporting requirements, to resume pending appeal.

In light of the Fifth Circuit’s order to stay the preliminary injunction, the Financial Crimes Enforcement Network (FinCEN) issued an updated alert confirming that BOI reporting requirements under the CTA are once again in effect. However, in recognition of the fact that some reporting companies may need additional time to comply as a result of the period during which the preliminary injunction was in effect, FinCEN has extended certain BOI reporting deadlines as follows:

• Reporting companies that were formed or registered in the United States prior to January 1, 2024: The deadline for these reporting companies to file their initial BOI reports, previously January 1, 2025, has been extended to January 13, 2025.
• Reporting companies that were formed or registered in the United States between September 4, 2024 and September 24, 2024: The deadline for these reporting companies to file their initial BOI reports, previously 90 days after the date it was formed or registered in the United States (i.e. between December 3, 2024 and December 23, 2024), has been extended to January 13, 2025.
• Reporting companies that were formed or registered in the United States between December 3, 2024 and December 23, 2024: The deadline for these reporting companies to file their initial BOI reports, previously 90 days after the date it was formed or registered in the United States (i.e. between March 3, 2025 and March 23, 2025), has been extended by an additional 21 days.

In general, except as set forth above, a reporting company must submit its BOI report by the previously established deadlines. For example, FinCEN did not extend the filing deadline for reporting companies that were formed or registered in the United States between September 25, 2024 and December 2, 2024.  Accordingly, these reporting companies must adhere to their original filing deadlines which fall between December 24, 2024 and March 2, 2025.

Companies should continue to stay informed and monitor developments, including updates from FinCEN and any further court rulings. Reporting companies that have not yet prepared or submitted their BOI reports should take immediate steps to ensure compliance with the CTA’s requirements.

Please visit the Seyfarth Corporate Transparency Act page for general information about the CTA or contact us with any questions or for assistance in navigating the CTA’s reporting obligations applicable to your organization.