FinCEN Extends Deadlines in Light of Reinstatement of the CTA

As noted in our client alert yesterday, the U.S. Court of Appeals for the Fifth Circuit reinstated the enforceability of the Corporate Transparency Act (CTA) and lifted the preliminary injunction issued by the U.S. District Court for the Eastern District of Texas in Texas Top Cop Shop, Inc., et al. v. Garland, et al. (No. 4:24-CV-0478), on December 23, 2024.

Based on this recent decision and the impending year-end deadline for many entities, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has extended the following reporting deadlines:

• Reporting companies created or registered prior to January 1, 2024, have until January 13, 2025, to file their initial beneficial ownership information (BOI) 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 BOI 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 BOI 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 BOI reports with FinCEN after receiving actual or public notice that their creation or registration is effective.
• Members of the National Small Business Association (as of March 1, 2024) are not currently required to report their BOI to FinCEN at this time.

What This Means

For most reporting companies, their CTA compliance deadline has been extended by two weeks. Any reporting companies that have not already done so should file their initial BOI report by January 13, 2025, or their applicable deadline. 

We intend to continue to provide further material updates as they unfold, including any responses to this recent court decision. For more information about the CTA, please visit our Corporate Transparency Act Resource Center and reach out to Ballard Spahr to discuss any questions you may have.

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