Update on December 24, 2024
After the December 23 update that our Corporate team provided on the Fifth Circuit lifting the nationwide injunction on the CTA, FinCEN has extended the deadline for existing reporting companies to file their initial BOI reports, citing the need for additional time to comply given the timing and duration of the injunction.
- Reporting companies created prior to January 1, 2024 now have until January 13, 2025 to file their initial BOI report.
- Reporting companies created on or after September 4, 2024 (which initially had a reporting deadline between December 3, 2024 and December 23, 2024) also now have until January 13, 2025 to file their initial BOI report.
- Reporting companies created between December 3, 2024 and December 23, 2024 have an additional 21 days from their original filing deadline to file their initial BOI report.
Moving forward, all newly created reporting companies must file their initial BOI report within 30 days of formation. For more information on the CTA and its reporting requirements, please see HSE’s December 18, 2023 LEGALcurrents.
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On December 23, 2024, the Fifth Circuit Court of Appeals granted the government’s emergency motion and lifted the District Court’s preliminary injunction against the enforcement of the Corporate Transparency Act (“CTA”).
As discussed in our previous LEGALcurrents, the U.S. District Court for the Eastern District of Texas (the “District Court”) issued a nationwide preliminary injunction on the enforcement of the CTA on December 3, 2024. On December 13, 2024, the government filed an emergency motion with the Fifth Circuit Court of Appeals (the “Fifth Circuit”) seeking a stay of the preliminary injunction. In the motion, the government requested a ruling “no later than December 27, 2024, to ensure that regulated entities can be made aware of their obligation to comply before January 1, 2025.” On December 23, 2024, the Fifth Circuit issued an order lifting the preliminary injunction on the enforcement of the CTA. As a result, the CTA and its January 1, 2025, filing deadline will be enforceable while the courts decide the constitutionality of the CTA.
While it is possible that FinCEN extends the filing deadline in light of the recent challenges, no such extension has been published as of the date hereof. Therefore, in order to avoid any potential penalties and fines, we encourage all reporting companies to file the BOI report by January 1, 2025. HSE is monitoring several challenges to the CTA and encourages reporting companies to stay tuned for additional updates.