By: Stephanie R. Renner and Robert G. Tweel
No sooner had the stay been lifted, when the 5th Circuit Court of Appeals has reversed course again, and the motion to stay the enforcement of the CTA has been reinstated. This means that the January 13 deadline discussed below has been stayed again and businesses will not have to file until further action by the Court.
The case will likely not be heard in full by the 5th Circuit until March 25.
The case is Texas Top Cop Shop v. Garland , 5th Cir., No. 24-40792, order 12/26/24.
(Original post concerning the CTA deadline posted by our Stephanie Renner was published on the morning of 12/26/24)
On December 23, 2024, The Department of the Treasury’s Financial Crimes Enforcement Network (FINCEN) announced a brief extension of a key deadline under the Corporate Transparency Act (CTA). Most entities that are required by the CTA to report their Beneficial Ownership Information now have a deadline of January 13, 2025 for filing their Beneficial Ownership Information Report (BOIR).
Just earlier this month, in the case of Texas Top Cop Shop, Inc., et al. v Garland, et al., a federal district court judge in the Eastern District of Texas issued a nationwide preliminary injunction against the enforcement of the CTA and its related regulations. On December 23, 2024, the Court of Appeals for the Fifth Circuit issued a stay of that preliminary injunction effectively reinstating the existing reporting deadlines of the CTA. On that same day, FINCEN issued a statement granting a brief extension of the filing deadlines for companies impacted by the stay.
- Reporting entities already in existence as of January 1, 2024 were previously required to file a BOIR by January 1, 2025. These entities now have until January 13, 2025 to file their BOIR.
- Reporting entities that were newly formed on or after September 4, 2024 and had a filing deadline between December 3, 2024 and December 23, 2024 now have a deadline of January 13, 2025.
- Reporting entities formed on or after December 3, 2024 and on or before December 23, 2024, now have an additional 21 days from their original filing deadline to submit their BOIRs.
- Reporting entities formed between December 23, 2024 and January 1, 2025 have 90 days from formation to file their BOIRs.
- Reporting entities formed on or after January 1, 2025 are subject to the original requirements of filing within 30 days of formation.
We will continue to monitor and report on developments related to the CTA and its implementing regulations. Please reach out to Stephanie Renner, Justin Harrison, or your primary Jackson Kelly contact for questions or advice regarding your obligations under the CTA.