Corporate Transparency Act Reporting Requirements Reinstated
On December 3, 2024, a U.S. District Court in Texas granted a nationwide injunction which prevented the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) from enforcing the Corporate Transparency Act (CTA) (see, Texas Top Cop Shop, Inc. v. Garland). The injunction meant that companies formed before January 1, 2024 would not be required to file Beneficial Ownership Information Reports (BOIR) before the January 1, 2025 deadline.
The Federal Government filed an appeal of the Texas Top Cop decision, and on December 23, 2024, the United States Court of Appeals for the Fifth Circuit (Fifth Circuit) granted a stay of the injunction, immediately reinstating all CTA reporting requirements. The Fifth Circuit’s ruling allows FinCEN to enforce the CTA, including imposing civil and criminal penalties for failures to file.
Because the Texas Top Cop injunction paused many companies’ efforts to collect information necessary to file their BOIR, FinCEN has announced extensions of the CTA’s reporting deadlines. The new deadlines are as follows:
| Company Formation Date | New BOIR Reporting Deadline |
| Companies created or registered prior to January 1, 2024 | January 13, 2025 |
| Companies created or registered on or after September 4, 2024 that had a reporting deadline between December 3, 2024 and December 23, 2024 | January 13, 2025 |
| Companies created or registered between December 3, 2024 and December 23, 2024 | Granted an additional 21 days from their original filing deadline |
| Companies created on or after January 1, 2025 | 30 days from formation or registration |
As of December 23, 2024, the CTA is being enforced and all companies that are not exempt from the CTA’s filing requirements will need to submit BOIRs prior to the applicable reporting deadline.
Disclaimer: BBK Legal Alerts are not intended as legal advice. Additional facts, facts specific to your situation or future developments may affect subjects contained herein. Seek the advice of an attorney before acting or relying upon any information herein.
