The Corporate Transparency Act (CTA), went into effect January 1, 2024. It required “reporting companies” to disclose information about their beneficial owners — which are the individuals who ultimately own or control a company — to the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). The CTA requires that all non-exempt entities formed prior to January 1, 2024 compete their CTA filings before January 1, 2025.  On December 3, 2024, a U.S. District in Texas granted a national preliminary injunction that prevented the federal government from enforcing the CTA and its implementing regulations.  

On December 23, 2024, the United States Fifth Circuit Court of Appeals issued an order which stays the December 3, 2024 preliminary injunction.  The practical effect of this decision is that the filing deadlines previously provided under the CTA are in effect.  

FinCEN has provided updated timelines based on the recent ruling: 

- Reporting companies that were created or registered prior to 1/1/24 have until 1/13/25 to file their initial beneficial ownership information (BOI) reports with FinCEN. (These companies would otherwise have been required to report by 1/1/25.)

- Reporting companies created or registered in the United States on or after 9/4/24 that had a filing deadline between 12/3/24 and 12/23/24 have until 1/13/25 to file their initial BOI reports with FinCEN.

- Reporting companies created or registered in the United States on or after 12/3/24 and on or before 12/23/24 have an additional 21 days from their original filing deadline to file their initial BOI reports with FinCEN.

- Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond 1/13/25. These companies should abide by whichever deadline falls later.

- Reporting companies that are created or registered in the United States on or after 1/1/25 have 30 days to file their initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

If you have concerns about the enforcement of the CTA, please contact your Larkin Hoffman attorney to discuss your options and the best path forward at this time.