Corporate Transparency Act reporting requirements on pause. . . again

Update: On December 26, 2024, the United States Court of Appeals for the Fifth Circuit vacated the Government’s motion to stay the nationwide preliminary injunction enjoining enforcement of the CTA. In its updated alert, FinCEN confirmed that reporting companies are not currently required to file beneficial ownership information and are not subject to liability if they fail to do so while the injunction remains in place. FinCEN is, however, still accepting voluntary submissions. The expedited appeal is now with the merits panel and a briefing schedule is expected to be issued shortly.

On December 23, 2024, a three-judge panel of the United States Court of Appeals for the Fifth Circuit stayed the nationwide preliminary injunction, reinstating the reporting requirements under the Corporate Transparency Act for millions of companies.

FinCEN has updated its alert to include an extension of the initial January 1, 2025, reporting deadline, referring to the Department of Treasury’s recognition that reporting companies may need additional time to comply with the reporting requirements.

Reporting companies formed or registered prior to January 1, 2024, now have until January 13, 2025, to file their initial Beneficial Ownership Information reports.

Reporting companies formed or registered on or after September 4, 2024, that originally had a filing deadline between December 3, 2024, and December 23, 2024, also have until January 13, 2025, to file their initial Beneficial Ownership Reports.

Reporting companies formed or registered 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 Reports.

For more information on the injunction, see our prior analysis in "A Texas-sized injunction for the Corporate Transparency Act." For more information on the reporting requirements and common pitfalls of the CTA, see "The Corporate Transparency Act is here—are you ready?" and "New year, new reporting requirements."