FinCEN Confirms All CTA Deadlines are Stayed Pending Appeal

The U.S. Financial Crimes Enforcement Network (FinCEN) has released a statement confirming that reporting companies are not required to file their beneficial ownership information with FinCEN and will not be subject to liability for failure to file while the preliminary injunction remains in effect. This is in response to the U.S. District Court for the Eastern District of Texas’ order granting a nationwide preliminary injunction: (i) enjoining the Corporate Transparency Act (CTA) and FinCEN’s Beneficial Ownership Information Reporting Requirements (Reporting Rule), and (ii) staying the January 1, 2025 compliance deadline under the Reporting Rule. The U.S. Department of Justice appealed this order on December 5, 2024.

While the order stayed the compliance deadline, it specifically addresses the January 1, 2025 deadline, which applies only to reporting companies created or registered to do business prior to January 1, 2024. As noted in our previous alerts, non-exempt reporting companies created in 2024 have 90 days from the date of the entity’s creation or registration to comply. In its statement, FinCEN clarified that the order applies to all reporting companies, stating that the order “stays all deadlines to comply with the CTA’s reporting requirements.”

While the outcome of the injunction remains uncertain, and it is unclear whether reporting requirements will be reinstated, and FinCEN has not provided guidance on whether extensions will be available if the reporting requirements are reinstated. In the interim, FinCEN stated that reporting companies may continue to voluntarily submit beneficial ownership information to FinCEN.

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.