Fifth Circuit Reinstates CTA Reporting Obligations; FinCEN Updates Deadlines

On December 23, 2024, the U.S. Court of Appeals for the Fifth Circuit issued an order reinstating the reporting obligations under the Corporate Transparency Act (CTA). This decision follows a nationwide preliminary injunction granted earlier this month by the U.S. District Court for the Eastern District of Texas, which had temporarily halted enforcement of the CTA and its beneficial ownership information (BOI) reporting requirements.

Subsequently, the U.S. Financial Crimes Enforcement Network (FinCEN) released a statement confirming that non-exempt reporting companies are once again required to file BOI reports by the following deadlines:

• Reporting companies created or registered to do business 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 reports with FinCEN.
• Reporting companies created or registered to do business on or after December 3, 2024 and on or before December 23, 2024 have an additional 21 days from their original filing deadline of 90 days to file their initial BOI reports with FinCEN.
• Reporting companies created or registered to do business on or after January 1, 2025 will have 30 days to file their initial BOI reports with FinCEN.
• Reporting companies created or registered to do business prior to January 1, 2024 will have until January 13, 2025 to file their initial BOI reports with FinCEN.

While FinCEN’s statement does not explicitly address reporting companies created or registered to do business from December 24, 2024 to December 31, 2024, it is presumed that the original 90-day filing deadline will apply unless further guidance is issued.

As discussed in prior client email blasts, failure to comply with these requirements can result in both civil and criminal penalties. It is therefore critical to determine whether an entity is subject to the BOI reporting requirements and, if so, to ensure timely compliance to avoid penalties.

If you would like to discuss these reporting requirements or have any questions, please feel free to contact your trusted Rosenberg & Estis, P.C. attorney or William R. Byers, Member of the firm’s Transactional Department, who authored the above on CTA.