On December 23, the US Fifth Circuit Court of Appeals reversed a Texas district court’s preliminary injunction, which had temporarily halted enforcement of the Corporate Transparency Act (“CTA”). As a result of the Fifth Circuit’s order, reporting companies are once again required to file a beneficial ownership information (“BOI”) report with the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). Because of the earlier preliminary injunction, FinCEN has extended its filing deadlines 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 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 report.
· Reporting companies created 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 report.
· Reporting companies that are created on or after January 1, 2025 have 30 days to file their initial BOI report after receiving actual or public notice that their creation registration is effective.
We continue to encourage our clients who are affected by this reporting requirement to file a BOI report by the filing deadline, and we remind you that updated reports are due within 30 days after any information in the initial report becomes incorrect (such as changes in officers, ownership, addresses, or other reported information). We refer you to our April 25, 2024 client letter for detailed instructions on filing and exemptions. If you would like a copy of our letter, you may send an email to rtheis@morrislaing.com, requesting it.