As an update to our posts on the ongoing attempts to block the Corporate Transparency Act, on December 23, 2024, the Fifth Circuit granted a temporary stay of the district court’s preliminary injunction for compliance with the Corporate Transparency Act in Texas Top Cop Shop, Inv. v. Garland.[1] The Fifth Circuit’s decision reinstated the January 1, 2025 deadline for reporting companies.[2] However, the Department of Treasury extended the reporting deadline for some reporting companies, depending on the date that the reporting companies were created or registered.[3] In light of the preliminary injunction being lifted, reporting companies must file beneficial ownership information according to the requirements in the Corporate Transparency Act and any applicable extensions, which are provided at https://fincen.gov/boi.

As of December 24, 2024, the Financial Crimes Enforcement Network (“FinCEN”) website provides the following updates:

In light of a December 23, 2024, Federal Court of Appeals decision, reporting companies, except as indicated below, are once again required to file beneficial ownership information with FinCEN. However, because the Department of the Treasury recognizes that reporting companies may need additional time to comply given the period when the preliminary injunction had been in effect, we have extended the reporting deadline as follows:

  • 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.

Given the risks of civil and criminal penalties, it is important for any business owner to consult with a qualified advisor that is well-versed in the Corporate Transparency Act to take appropriate compliance action.

Rothwell Figg’s post on the Corporate Transparency Act is available at: https://www.rfemerge.com/2024/09/24/the-corporate-transparency-act-what-you-need-to-know-to-comply-with-the-new-requirements/

Rothwell Figg’s post regarding the district court’s preliminary injunction is available at: https://www.rfemerge.com/2024/12/19/update-the-corporate-transparency-act/

Disclaimers: The information contained in this posting does not, and is not intended to, constitute legal advice or express any opinion to be relied upon legally, for compliance or investment purposes or otherwise.  This information is merely for educational purposes and does not create any attorney-client relationship between Rothwell Figg and you or your company or create any duties on Rothwell Figg to advise or assist in compliance with the Corporate Transparency Act.  If you would like to obtain legal advice relating to the subject matter addressed in this posting, please consult with your qualified legal counsel. The information in this post is also based upon publicly available information, presents opinions, and does not represent in any way whatsoever the opinions or official positions of the entities or individuals referenced herein.

[1] Texas Top Cop Shop, Inc. v. Garland, No. 24-40792 (5th Cir., Dec. 23, 2024) (order granting temporary stay of district court’s order and injunction pending appeal).

[2] Beneficial Ownership Information, FinCEN, https://fincen.gov/boi (last visited Dec. 24, 2024).

[3] Id.