On December 23, 2024, a divided three-judge panel of the Fifth Circuit Court of Appeals issued an order lifting the U.S. District Court for the Eastern District of Texas’s nationwide preliminary injunction in the case of Texas Top Cop Shop, Inc., et al. v. Garland, et al., Case No. 4:24-cv-478 (E.D. Tex.) (the “Case”), which had enjoined the federal government from enforcing the Corporate Transparency Act (31 U.S.C. § 5336) (the “CTA”) and the final rule implementing the CTA (31 C.F.R. 1010.380) (the “Reporting Rule”). For background on the Case, please see our previous alert.
Following the decision of the Court of Appeals, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) published an alert on its website extending certain deadlines to file initial beneficial ownership information (“BOI”) reports as follows:
- Reporting companies created or registered prior to January 1, 2024 that had a filing deadline of January 1, 2025 and companies created or registered on or after September 4, 2024, that had a filing deadline between December 3, 2024 and December 23, 2024, now have until January 13, 2025, to file their initial BOI reports with FinCEN.
- Reporting companies created or registered on or after December 3, 2024, and on or before December 23, 2024, now have an additional 21 days from their original filing deadline (i.e., 90 days from creation or registration, plus 21 days) to file their initial reports with FinCEN.
- Reporting companies that qualify for disaster relief and already have extended deadlines that fall beyond January 13, 2025, are instructed to abide by whichever deadline falls later.
FinCEN did not extend the deadline for new companies formed on or after January 1, 2025. These reporting companies still must file their initial BOI reports within 30 days after formation.
Additionally, FinCEN still requires any reporting company that has filed an initial report with FinCEN to submit an updated report within 30 days of certain events, including any change to information required to be reported to FinCEN.
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Additional information on the CTA’s BOI reporting requirements can be found here.
On December 24, 2024, the Plaintiffs in the Case filed an emergency petition with the Court of Appeals for expedited review of the panel’s decision to stay the district court’s injunction. The Plaintiffs request that a decision be made by January 6, 2025, which is one week before the extended compliance deadline described above.
Gesmer Updegrove will continue monitoring developments in this area. In the meantime, if you have any questions about the Corporate Transparency Act, please contact Attorneys Peter Moldave (Peter.Moldave@gesmer.com), Zane Fernandez (Zane.Fernandez@gesmer.com), or Raissa Lima (Raissa.Lima@gesmer.com).