We started out December with a federal district court issuing a nationwide preliminary injunction preventing enforcement of the Corporate Transparency Act (CTA) due to concerns over the law’s constitutionality. On December 23, an appellate court panel stayed or otherwise paused the lower court’s injunction, finding that the government made a “strong showing that it is likely to succeed on the merits in defending the CTA’s constitutionality.” As a result of the appellate court ruling, the CTA and its corresponding reporting requirements have been reinstated. “Reporting companies” must still file their beneficial ownership information (BOI) reports with Financial Crimes and Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury, and FinCEN once again has authority to enforce the CTA. 
Recognizing that reporting companies may need additional time to comply with the CTA given the period when the preliminary injunction was in effect, FinCEN has agreed to extend applicable reporting deadlines 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 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 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.
- As indicated in the alert titled “Notice Regarding National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)”, Plaintiffs in National Small Business United v. Yellen, No. 5:22-cv-01448 (N.D. Ala.)—namely, Isaac Winkles, reporting companies for which Isaac Winkles is the beneficial owner or applicant, the National Small Business Association, and members of the National Small Business Association (as of March 1, 2024)—are not currently required to report their beneficial ownership information to FinCEN at this time.
Be advised that this situation and the state of the law are rapidly changing. The plaintiffs/appellees in the above-mentioned case requested an immediate rehearing and suggested that they would appeal their case to the U.S. Supreme Court, if necessary. Nevertheless, reporting companies should be prepared to submit their BOI reports on or before the January 13th deadline.
FinCEN has published a tutorial video to show beneficial owners how to file. Check it out on YouTube here.
Have questions? Please check in with your attorney or a member of FLB’s Corporate, Business & Banking Team to help you navigate the CTA rules.
