A couple of days ago, I emailed you about the Fifth Circuit Court of Appeals issuing
an order lifting the injunction against enforcement of the Corporate Transparency Act.
NOW, FINCEN has weighed in and extended the deadlines for filing beneficiary
ownership information reports. Here is a copy of the announcement:
Updates to Beneficial Ownership Information Reporting Deadlines –
Beneficial Ownership Information Reporting Requirements Now in Effect, with Deadline Extensions
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.
On Tuesday, December 3, 2024, in the case of Texas Top Cop Shop, Inc., et al. v.
Garland, et al., No. 4:24-cv-00478 (E.D. Tex.), the U.S. District Court for the Eastern
District of Texas, Sherman Division, issued an order granting a nationwide
preliminary injunction. On December 23, 2024, the U.S. Court of Appeals for the Fifth
Circuit granted a stay of the district court’s preliminary injunction enjoining the
Corporate Transparency Act (CTA) entered in the case of Texas Top Cop Shop, Inc. v.
Garland, pending the outcome of the Department of the Treasury’s ongoing appeal of
the district court’s order. Texas Top Cop Shop is only one of several cases that have
challenged the CTA pending before courts around the country. Several district courts
have denied requests to enjoin the CTA, ruling in favor of the Department of the
Treasury. The government continues to believe—consistent with the conclusions of
the U.S. District Courts for the Eastern District of Virginia and the District of Oregon
—that the CTA is constitutional. For that reason, the Department of Justice, on behalf
of the Department of the Treasury, filed a Notice of Appeal on December 5, 2024 and
separately sought of stay of the injunction pending that appeal with the district court
and the U.S. Court of Appeals for the Fifth Circuit.