Update: Corporate Transparency Act Filings Are Back On (But With Extended Deadlines)
This is an important update to our December 6 eAlert on the nationwide injunction suspending the Corporate Transparency Act (CTA). (The CTA requires that corporations, LLCs and other business entities report to the Treasury’s Financial Crimes Enforcement Network (FinCEN) and disclose personal information about their management and significant owners.) On December 23, 2024, a three-judge panel of the Fifth Circuit Court of Appeals lifted the lower court’s nationwide preliminary injunction against enforcement of the CTA in Texas Top Cop Shop, Inc. v. Garland (you can view the panel’s order here).
However, FinCEN – recognizing the disruption from the countervailing court orders, and perhaps in a bout of holiday season mercy – on December 24 extended the filing deadlines as follows (see FinCEN website at https://fincen.gov/boi):
- Reporting companies created or registered before 2024 have until January 13, 2025, to file their reports with FinCEN. (The deadline otherwise was January 1, 2025.)
- Reporting companies created or registered on or after September 4, 2024, that had a filing deadline between December 3, 2024, and December 23, 2024, (i.e., 90 days after creation or registration) have until January 13, 2025, to file their initial reports with FinCEN.
- Reporting companies created or registered on or after December 3, 2024, and up to December 23, 2024, have an additional 21 days from their original filing deadline (i.e., 90 days after creation or registration) to file their initial reports with FinCEN.
- Reporting companies that are created or registered in the United States on or after January 1, 2025, have 30 days to file their initial reports with FinCEN (this being the deadline that had always been in in effect).
Our prior eAlerts describing what companies report, what they are required to report and how they report can be accessed here and here.
