We have new information from the Financial Crimes Enforcement Network (“FinCEN”) regarding the Corporate Transparency Act (“CTA”) reporting deadlines.
On December 13, 2024, the U.S. Department of Justice (DOJ) filed an emergency motion with the U.S. Court of Appeals for the Fifth Circuit to stay, or put on hold, the nationwide temporary preliminary injunction that halted all required filings pursuant to the Corporate Transparency Act (CTA).
In a breaking development regarding the CTA, on December 23, 2024, the Fifth Circuit granted the DOJ’s motion for a stay of the preliminary injunction. As a result, it is urgent that reporting entities note the following imminent deadlines which are now in effect.
FinCEN, which enforces the CTA, has extended the deadline for most reporting companies to file beneficial ownership information (BOI) reports to January 13, 2025.
It is essential that reporting entities note the imminent deadlines now in effect. If your company is a “reporting entity” that has not yet reported its BOI, your entity is required to do so no later than January 13, 2025, or any other applicable extended deadline listed below.
In recognition that companies may need additional time to comply, FinCEN has extended the reporting deadline with the following parameters:1
- 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.1
Although not specified in FinCEN’s guidance, it is implied that entities formed on or after December 24, 2024 through December 31, 2024 are required to report within 90 days of formation/registration, in accordance with the current CTA reporting rules.
Additionally, per the current CTA reporting rules, it is implied that entities formed on or after January 1, 2025 will have 30 days from the date of formation/registration to report.
We want to reiterate that it is truly in your best interest to speak with an attorney regarding the CTA. As the CTA is not a tax matter or part of the tax code, and is also not within the scope of our client engagement or services provided to you, we are not able to provide you with any legal advice or counsel regarding the CTA. Attorneys have a particular expertise in this area and are the best equipped to help you.
We’ll continue to keep you updated on further developments.
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Financial Crimes Enforcement Network. (2024, December 23). Beneficial ownership information reporting. FinCEN.gov. https://www.fincen.gov/boi