Corporate Transparency Act Revived

Yesterday afternoon, a three-judge panel of the United States Court of Appeals for the Fifth Circuit (Fifth Circuit) in Texas Top Cop Shop, Inc. v. Garland restored the immediate enforceability of the Corporate Transparency Act (CTA) by staying a lower court’s nationwide preliminary injunction against the CTA, which was issued on December 3, 2024. Shortly after this decision, the Financial Crimes Enforcement Network (FinCEN) announced that the reinstated deadline for most reporting companies to file beneficial ownership information (BOI) reports was extended from January 1, 2025, to Jan. 13, 2025.

Specifically, the FinCEN said that because Treasury “recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect,” reporting deadlines were extended as follows:

• Reporting companies created or registered before Jan. 1, 2024, have until Jan. 13, 2025, to file initial BOI reports with FinCEN. (These companies would otherwise have been required to report by Jan. 1, 2025.)
• Reporting companies created or registered in the United States on or after Sept. 4, 2024, that had a filing deadline between Dec. 3, 2024, and Dec. 23, 2024, have until Jan. 13, 2025, to file initial BOI reports with FinCEN.
• Reporting companies created or registered in the United States on or after Dec. 3, 2024, and on or before Dec. 23, 2024, have an additional 21 days from their original filing deadline to file initial BOI reports with FinCEN.
• Reporting companies that qualify for disaster relief may have extended deadlines that fall beyond Jan. 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 Jan. 1, 2025, have 30 days to file initial BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.

For more information regarding the CTA or how the new developments around the CTA may impact your business, please contact your local Dykema relationship attorney.