UPDATE: CTA is Enforceable; Beneficial Ownership Information Reports with FinCEN Continue
With the December 23, 2024 ruling by the United States Court of Appeals for the Fifth Circuit, reporting companies created or registered prior to January 1, 2024 or those created or registered on or after September 4, 2024 that had a filing deadline between December 3, 2024 and December 23, 2024 now have until January 13, 2025 to file their initial Beneficial Ownership Information Report (BOIR) with Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). Reporting companies created 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 BOIR with FinCEN. Reporting companies that have not made a BOIR filing must continue to collect the necessary information and comply with the Corporate Transparency Act (CTA). To see a full overview of the revised BOIR filing deadlines imposed by FinCEN, click here.
In a recent post, the GKH Corporate Practice Group reported a Texas District Court issued an injunction on December 3, 2024 that made it unnecessary to comply with the CTA. See the full post here. Shortly thereafter, the government filed an emergency motion for a stay of the injunction pending appeal. On December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s motion. Over the last few weeks, reporting companies may have halted their efforts in gathering the necessary information and making a BOIR filing. Recognizing this period of uncertainty, FinCEN has altered the deadline for certain reporting companies from January 1, 2025 to January 13, 2025 as highlighted above.
Information that is required to be disclosed with the BOIR filing includes entity details, beneficial owner particulars (name, birthdate, address, photo identification), and a company applicant’s information (for new entities). Compliance is necessary to avoid civil and criminal penalties.
GKH and its Corporate Practice Group will continue to monitor further developments. If you have questions about complying with the CTA, please contact a GKH Corporate Practice Group attorney.